United States

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2012

for the fiscal year ended December 31, 2010

OR

 

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

Commission File Number: 000-33433

 

 

KAISER VENTURES LLC

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE 33-0972983

(State or Other Jurisdiction of


Incorporation or Organization)

 

(I.R.S. Employer


Identification No.)

3633 E. Inland Empire Blvd. Suite 480337 N. Vineyard Ave., 4th Floor

Ontario, CA 91764

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (909) 483-8500

Securities registered pursuant to Section 12(b) of the Act: None

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

 

 

 

Title of Each Class

 

Name of Each Exchange on which Registered

Class A Units Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not 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.  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨x    No  ¨  (The registrant is not yet required to submit Interactive Data)

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

 

Large accelerated filer¨Accelerated filer¨
Non-accelerated filer Accelerated filer  ¨Non-accelerated filer  ¨Smaller reporting company  x

(Do  (Do not check if a smaller

reporting company)

  Smaller reporting companyx

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

The Class A Units are not publicly traded and thus, no public float exists and an aggregate market value of the Company’s Class A Units cannot be determined.

At March 15, 2011, 6,784,0231, 2013, 7,096,806 Class A Units were outstanding including 104,267 Class A Units outstanding but reserved for distribution to the general unsecured creditors in the Kaiser Steel Corporation bankruptcy and 113,250113,101 Class A Units deemed outstanding and reserved for issuance to holders of Kaiser Ventures Inc. stock that have to convert such stock into Kaiser Ventures LLC Class A Units.

Documents Incorporated by Reference: Certain exhibits as identified in the Exhibit List to this Annual Report on Form 10-K are incorporated by reference.

Transitional Small Business Disclosure Format (Check One):Yes  ¨    No  x

 

 

 


KAISER VENTURES LLC AND SUBSIDIARIES

TABLE OF CONTENTS TO FORM 10-K

 

      PAGE 

PART I

    
 

FORWARD-LOOKING STATEMENTS

   1  
 

WHO WE ARE

   1  

Item 1.

 Item 1.

BUSINESS

   1  

Item 1A.

 Item 1A.

RISK FACTORS

   16  

Item 1B.

 Item 1B.

UNRESOLVED STAFF COMMENTS

   16  

Item 2.

 Item 2.

PROPERTIES

   1617  

Item 3.

 Item 3.

LEGAL PROCEEDINGS

   23  
Item 4.

MINE SAFETY DISCLOSURES

25
PART II

    

Item 5.

 Item 5.

MARKET FOR THE COMPANY’S EQUITY, RELATED OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

   26  

Item 6.

 Item 6.

SELECTED FINANCIAL DATA

   27  

Item 7.

 Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   28  

Item 7A.

 Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

36
Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   37  

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA38

Item 9.

  

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   6259
Item 9A.

CONTROLS AND PROCEDURES

59
Item 9B.

OTHER INFORMATION

60  

Item 9A.

CONTROLS AND PROCEDURES62

Item 9B.

OTHER INFORMATION63

PART III

    

Item 10.

 Item 10.

MANAGERS, EXECUTIVE OFFICERS AND COMPANY GOVERNANCE

   6461  

Item 11.

 Item 11.

EXECUTIVE COMPENSATION

   6865  

Item 12.

 Item 12.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS

76

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE77

Item 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES   78  
Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE

79
Item 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

80
PART IV

    

Item 15.

 Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   7981  

 

i


KAISER VENTURES LLC AND SUBSIDIARIES

PART I

FORWARD-LOOKING STATEMENTS

Except for the historical statements and discussions contained herein, statements contained in this 10-K Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any 10-K Report, 10-KSB Report, 10-Q Report, 10-QSB Report, 8-K Report, website posting or press release of the Company and any amendment thereof may include forward-looking statements. In addition, other written or oral statements, which constitute forward-looking statements, have been made and may be made in the future by the Company. You should not put undue reliance on forward-looking statements. When used or incorporated by reference in this 10-K Report or in other written or oral statements, the words “anticipate,” “estimate,” “project,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties, and assumptions. We believe that our current assumptions are reasonable. Nonetheless, it is likely that at least some of these assumptions will not come true. Accordingly, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, or projected. For example, our actual results could materially differ from those projected as a result of factors such as, but not limited to: Kaiser’s inability to complete the anticipated sale of its Eagle Mountain landfill project; litigation, including, among others, the averse decisionconsequences of the U.S. 9th Circuit Court of Appeals in November 2009 impacting the viabilityadverse conclusion of the Eagle Mountain landfill project,final federal litigation involving a previously completed federal land exchange and the Company’s decision not to provide additional funds to Mine Reclamation, LLC for purposes of pursuing a “fix” of the land exchange; the bankruptcy of Mine Reclamation, LLC and the claims that may be made in or as result of such bankruptcy; pre-bankruptcy activities of Kaiser Steel Corporation, the predecessor of Kaiser, and asbestos and environmental claims; insurance coverage disputes; the impact of existing or proposed federal, state, and local laws and regulations on any of our current and future projects and subsidiaries, and their permitting and development activities; competition; the challenge, reduction or loss of any claimed tax benefits, including the taxation of the Company as a partnership; the impact of natural disasters on our assets; the amount and nature of the mineral resources at Eagle Mountain and theany inability to exploit such possible mineral and resource opportunities; the impacts and risks of the proposed dissolution and winding-up of the Company; and/or general economic conditions in the United States and Southern California. The Company disclaims any intention to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

WHO WE ARE

Unless otherwise noted: (1) the term “Kaiser LLC” refers to Kaiser Ventures LLC; (2) the term “Kaiser Inc.” refers to the former Kaiser Ventures Inc.; (3) the terms “Kaiser,” the “Company,” “we,” “us,” and “our,” refer to past and ongoing business operations conducted in the form of Kaiser Inc. or currently Kaiser LLC, and their respective subsidiaries. Kaiser Inc. merged with and into Kaiser LLC effective November 30, 2001; (4) the terms “Class A Units” and “members” refer to Kaiser LLC’s Class A Units and the beneficial owners thereof, respectively; and (5) the term the “merger” refers to the merger of Kaiser Inc. with and into Kaiser LLC effective November 30, 2001, in which Kaiser LLC was the surviving company. Kaiser is the reorganized successor tocompany Kaiser Steel Corporation, referred to as KSC, whichformerly was an integrated steel manufacturer.manufacturer that filed for Chapter 11 bankruptcy in 1987. Kaiser is the reorganized successor to a portion of the assets of the former KSC.

 

Item 1.BUSINESS

Summary of Our Business

Overview.Our business is developinghas been to develop the remaining assets we received from the KSC bankruptcy and the possible opportunities related to such assets. Our currentIn 2000 Kaiser’s then Board of Directors approved a cash maximization strategy with the goal of seeking to reasonably maximize future

KAISER VENTURES LLC AND SUBSIDIARIES

distributions to our members. On January 15, 2013, our Board of Managers approved a Plan of Dissolution and Liquidation (the “Dissolution Plan”) and other documents that are necessary or appropriate to implement the Dissolution Plan as a final step in such cash maximization strategy. The Dissolution Plan and the attendant Second Amended and Restated Limited Liability Company Operating Agreement (“New Operating Agreement”), among other items, will require the approval of the Company’s Class A members. A meeting of the Company’s members will most likely will be held early in the second quarter of 2013. For additional information in this regard, see “Item 1. Business—Cash Maximization Strategy and Proposed Dissolution of the Company” below.

Currently, our remaining material projects and opportunities are summarized below.

 

We own an 83.13%84.247% ownership interest in Mine Reclamation, LLC, (referred to as MRC), which ownshas been seeking to develop a permitted rail-haul municipal solid waste landfill at a property called the Eagle Mountain Site located in the California desert (the “Landfill Project”). On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC continues to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. MRC has currently established a $500,000 line of credit with us but we have approved providing up to a $1 million line of credit. Any proceeds from permitted draws on the line of credit are to be used to complete, if necessary, the MRC bankruptcy process. MRC may not be able to repay any amounts loaned to it by the Company if MRC is not able to complete a transaction for the sale of its remaining assets or if the net sales price of any transaction should be less than the amount owed to the Company.

The Landfill Project has been the subject of intense litigation in federal court over the course of more than ten years regarding the validity of a land exchange with the U.S. Bureau of Land Management (“BLM”). The land exchange is central to the development of the Landfill Project as permitted. On March 28, 2011, the U.S. Supreme Court denied the request of MRC for further review of the prior decision of the U.S. 9th Circuit Court of Appeals that had been adverse to the position of MRC and the BLM. Thus, the previous federal land exchange litigation is now final and concluded as there is no further right of appeal. Although the land exchange has been remanded to the BLM for further proceedings in accordance with the decision of the U.S. 9th Circuit Court of Appeals, there is no pending litigation and no current plan or process being undertaken by MRC to “fix” the land exchange since MRC does not have the funds or wherewithal to pursue such an objective. Additionally, Kaiser has decided that it will not make any further investment in MRC to fund a “fix” of the land exchange. However, other third parties may ultimately seek to “fix” the land exchange for purposes of the Landfill Project. For additional information on the nearly 20 years of administrative challenges and litigation involving the Landfill Project, see “Item 1. BUSINESS—Mine Reclamation and Eagle Mountain Landfill Project—Historical Landfill Project Litigation.”

As further background, MRC and the County Sanitation District No. 2 of Los Angeles County (the “District”) had entered into an Agreement for Purchase and Sale of Real Property and Related Personal Property in Regard to the Eagle Mountain Sanitary Landfill Project and Joint Escrow Instructions on August 9, 2000 (the “Landfill Project Sale Agreement”). The closing date under the Landfill Project Sale Agreement had been extended numerous times since December 31, 2000, pursuant to written extension agreements between MRC and the District. Under each of those extension agreements, the District had the right to either purchase the Landfill Project in its “as is” condition or to terminate its Landfill Project Sale Agreement with MRC. The last extension of the closing date under the Landfill Project Sale Agreement was set to expire on October 31, 2011. The then Chief Engineer and General Manager of the District had initially indicated that the District was not intending to proceed with the purchase of the Landfill Project;

KAISER VENTURES LLC AND SUBSIDIARIES

 

Site located in the California desert. This landfill project is currently subject to a contract for its sale to County District No. 2 of Los Angeles County (which we refer to as the District) for approximately $41 million plus accrued interest which is estimated to be approximately $8.8 million from May 2001 to the date of this Annual Report on Form 10-K. For additional information regarding the landfill project and its pending sale see, “Item 1. BUSINESS - Eagle Mountain Landfill Project and Pending Sale.” The landfill project is subject to federal litigation that has been, to date, adverse to the project. Our strategy is to resolve this litigation by having the U.S. Supreme Court review the adverse litigation and if the U.S. Supreme Court does not accept our appeal, we may pursue the preparation of the supplemental environmental and other documentation necessary to address the three issues outstanding from the federal litigation through the U.S. Bureau of Land Management, which we refer to as the BLM. We refer to the process of addressing the remaining issues identified in the federal litigation through the BLM as a “fix.” For additional information on this litigation, please see “Item 1. BUSINESS - Eagle Mountain Landfill and Pending Sale - Federal Land Exchange Litigation and Other Threatened Litigation” and “Item 3. LEGAL PROCEEDINGS - Eagle Mountain Litigation.” If the litigation is resolved, we intend to proceed with the planned sale of the landfill project to the District;

then he later communicated that the District would be purchasing the Landfill Project on October 31, 2011. Subsequent to the verbal communications from the then Chief Engineer and General Manager, the District repudiated in writing the terms of the last extension agreement, and threatened to sue MRC to, among other things, compel MRC, at MRC’s sole expense and risk, to further proceed with fully permitting the landfill which would have involved substantial additional financial resources and time, neither of which MRC had. Thus, MRC filed for bankruptcy protection on October 30, 2011, in federal bankruptcy court in Riverside County, California in order to preserve and protect its assets and options with respect to such assets.

 

We own a 50% ownership interest in the West Valley Materials Recovery Facility and Transfer Station, a transfer station and materials recovery facility located on land acquired from Kaiser, which we refer to as the West Valley MRF. We are continuing to explore new projects for the West Valley MRF with the goal of ultimately increasing revenues or reducing costs. Possible projects include a waste to energy project, composting a significant portion of the green waste delivered to the West Valley MRF, an expansion of the construction and debris handling area and the possible installation of a small solar facility for the benefit of the West Valley MRF. For additional information on the West Valley MRF please see “Item 1. BUSINESS—West Valley Materials Recovery Facility and Transfer Station;”

We owncontrol millions of tons of iron ore resources at the Eagle Mountain Site. With the large amount of iron ore reserves at Eagle Mountain and with the current high market prices for minerals, including for iron ore, we arecontinue to aggressively pursuingpursue possible opportunities with regard to the iron ore and other mineral resources. In this regard, the Company has retainedcontinues to work with an investment banking and advisory firm to assist it in exploring possible opportunities and transactions with regard to these resources. There may be a range of possible opportunities including some of which that may take several years to develop and implement. For additional information regarding the resources at Eagle Mountain please see “Item 2. Properties—PROPERTIES—Eagle Mountain;Mountain, California;

 

As a result of previous mining operations there are millions of tons of rock stockpiled at the Eagle Mountain Site. We are continuing to explore available markets for such rock. For additional information regarding the resources at Eagle Mountain, please see “Item 2. PROPERTIES - Eagle Mountain;”

In addition to the mineral and rock opportunities at PROPERTIES—Eagle Mountain, we are exploring additional opportunities at Eagle Mountain, including the sale of up to 7,500 annual acre feet of water which is the approximate amount of water that was historically used in conjunction with the town and mining operations at Eagle Mountain to the extent such water is not necessary for the landfill project and any resumption of large-scale iron ore mining. Additionally, we continue to seek other possible uses for the approximate 5,400 acres we own or control at Eagle Mountain that are not a part of the landfill project;California;”

 

We are continuing to seek to sell the Company’s other miscellaneous assets, such as our Lake Tamarisk property. Lake Tamarisk is an unincorporated community located approximately 70 miles east of Palm Springs, California, and approximately 8 miles from the Eagle Mountain Site. Our Lake Tamarisk land consists of 72 residential lots and approximately 420 acres of other undeveloped property. For additional information on Lake Tamarisk, please see “Item 2. PROPERTIES—Lake Tamarisk, California”; and

KAISER VENTURES LLC AND SUBSIDIARIES

undeveloped property. For additional information on Lake Tamarisk, please see “Item 2. PROPERTIES - Lake Tamarisk”; and

 

We are analyzing the issues created by the proposed hydro-electric pumped storage project at the Eagle Mountain Site including the threat of the taking of our property by eminent domain.

Sale of Ownership Interest In West Valley MRF, LLC.We no longer own an interest in the West Valley MRF, LLC (“WVMRF, LLC”). On April 2, 2012, Kaiser Recycling, LLC, a wholly-owned subsidiary of Kaiser LLC, sold its fifty percent (50%) ownership interest in the WVMRF, LLC which owns and operates the West Valley Materials Recovery Facility and Transfer Station, a transfer station and materials recovery facility near Fontana, California. The gross cash sales price for Kaiser Recycling’s 50% ownership interest was approximately $25,769,000 with the Company recording a gain on the sale of $20,588,000 in the second quarter of 2012.

CASH MAXIMIZATION STRATEGY AND PROPOSED LIQUIDATION OF THE COMPANY

Cash Maximization Strategy. In September 2000, Kaiser Inc.’s Board of Directors approved a strategy to maximize the cash ultimately to be distributed to Kaiser Inc.’s stockholders. Consistent with this strategy, Kaiser Inc. historically completed or entered into a number of transactions. For additional information on these transactions see “Item 1. BUSINESS - BUSINESS—Historical Operations and Completed Transactions” in this Annual Report on Form 10-K. These transactions resulted inPursuit of the cash maximization strategy over the past 13 years, the Company has made distributions totaling $13.50 per unit/share as of March 1, 2013. Specifically: (i) a $2.00 per share return of capital distribution was made to shareholders in 2000 and,2000; (ii) with the conversion of Kaiser Inc. to a limited liability company in November 2001, a distribution was made to shareholders of $10$10.00 per share plus one Class A Unit in Kaiser LLC upon surrender of their Kaiser Inc. stock. Westock; and (iii) with the sale of the ownership interest in the WVMRF, LLC in April 2012, a

KAISER VENTURES LLC AND SUBSIDIARIES

distribution of $1.50 per unit was made in May 2012. In addition, we have also taken steps to minimize any exposure we may have to liabilities resulting from the historical operations of the former KSC.

In furtherance of the cash maximization strategy, the Company has been seeking to sell its ownership interest in MRC, in Kaiser Eagle Mountain, LLC (“KEM”); the owner of the property at Eagle Mountain, and in Lake Tamarisk Development, LLC (“Lake Tamarisk”), the owner of property at Lake Tamarisk. Any possible sale of the Kaiser Eagle Mountain property was subject, in all instances, to the rights of the District to acquire the Landfill Project on or before October 31, 2011. For additional information on these efforts, see “Item 2. PROPERTIES—Eagle Mountain, California.” The final implementation of the cash maximization strategy will occur uponhas been negatively impacted by, among other things, the positive resolutionadverse final decision in the federal land exchange litigation which has halted MRC’s ability to continue to pursue the Landfill Project, the adverse actions of the current adverse federal litigation involvingDistrict, MRC’s bankruptcy and unsettled economic conditions. However, the landfill project andCompany’s Board of Managers has determined that the sale of such project and upon the completionproposed dissolution of the exploration and pursuitCompany is currently the best opportunity to achieve possible future distributions to its members. Additionally, if the dissolution of possible mineral resource opportunities at the Eagle Mountain Site. Accordingly,Company occurs, the final implementation of the cash maximization strategy could take ana significant additional significant period of time. As summarized above under “Item 1. BUSINESS - Summarytime depending upon the timing of the resolution of MRC’s bankruptcy and the sale of our Business - Overview”,remaining assets. We are continuing to evaluate all reasonable options with regard to the disposition of our remaining assets.

Proposed Dissolution of the Company. On January 15, 2013, the Company’s Board of Managers approved the dissolution and liquidation of the Company pursuant to the Plan of Dissolution and approved the New Operating Agreement for the Company, both of which remain subject to approval by the Company’s Class A members. The Board of Managers concluded that it is currently in the best interests of the Company and its members to dissolve and liquidate as the final step in implementing the Company’s previously approved cash maximization strategy. Assuming the Plan of Dissolution is approved by the Company’s members, the Company plans on selling its remaining assets, discharging or making adequate provision for all of its known and contingent liabilities and distributing the net liquidation proceeds, if any, in one or more future distributions to members. However, there could be no further distributions to members if our remaining assets are sold for substantially less than we continuecurrently anticipate and/or if liquidation expenses and actual and contingent liabilities are higher than we currently understand and estimate. Accordingly, we are not able to undertake activitiespredict with certainty the precise nature, amount or timing of any future distributions, primarily due to our inability to accurately predict (i) the amount of our remaining liabilities, (ii) the amount that we will expend during the course of the liquidation, or (iii) the net realizable value, if any, of our remaining non-cash assets. The Board has not established a firm timetable for any interim or final distributions to the Company’s members. If the Plan of Dissolution is approved by the Company’s members, the individuals serving on the Board of Managers will resign from the Board of Managers and the Board of Managers will be eliminated and replaced with a single Liquidation Manager with the power and authority to manage the liquidation and dissolution of the Company and the winding up of its affairs. The target date to complete dissolution is June 30, 2014, but that date could be extended to December 31, 2014, or beyond at the discretion of the Liquidation Manager.

Further details of the Plan of Dissolution and the New Operating Agreement will be provided in furtherancea proxy statement that will accompany the notice of the special members’ meeting that will be called to approve the Plan of Dissolution, the New Operating Agreement and a name change for the Company. The special members’ meeting would be the commencement of the final step in the Company’s cash maximization strategy.

KAISER VENTURES LLC AND SUBSIDIARIES

MEMBERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.

If the Plan of Dissolution is approved, we intend to immediately seek relief from the SEC to modify our reporting obligations under the Securities and Exchange Act of 1934, as amended, and in particular, to seek relief from the requirement to provide quarterly Form 10-Q Reports and audited annual financial statements. We anticipate that, if granted such relief, we would be required to continue filing current reports on Form 8-K to disclose material events relating to our dissolution and liquidation, along with any other reports that the SEC might require but we would no longer be filing audited financial statements. If the SEC does not grant us the requested relief, we will be required to continue filing all of our periodic and current reports as required by the Securities Exchange Act of 1934, as amended, and to provide

KAISER VENTURES LLC AND SUBSIDIARIES

audited financial statements, both of which would reduce the amount of funds available, if any, for distribution to members because of the costs associated therewith.

As will be more fully detailed in the proxy statement that will be furnished to the Company’s Class A members prior to the members’ meeting at which the approval of the Plan of Dissolution, the New Operating Agreement and a name change will be considered, there are a number of risks associated with dissolving the Company and winding-up its business. These risks include, but are not limited to:

We cannot assure members of any future distributions. The dissolution and liquidation process will be under the sole control of the Liquidation Manager and is subject to numerous uncertainties which may result in no, or less than anticipated, future distributions. The amount of any future distributions is impacted by the ability and price at which we are able to sell our remaining assets, the amount necessary to resolve or make reasonable provision for all known valid current and contingent obligations and claims, and the expenses of the dissolution and liquidation process;

We may not be able to resolve our current and contingent obligations. As a part of the winding up process, the Company will seek to identify, pay or make reasonable provision for the payment of all known valid current and contingent obligations and claims. If the Company cannot resolve such obligations and claims, the Company could be prevented from completing the Plan of Dissolution which would negatively impact the possibility of or the amount of future distributions;

We will continue to incur liabilities and expenses as we pursue the liquidation and winding up of the Company and such liabilities and expenses will reduce the amount available for any possible future distribution;

The governance of the dissolution and liquidation of the Company will be vested exclusively in one individual, the Liquidation Manager, which will be Richard E. Stoddard, our current President, Chief Executive Officer and Chairman of the Board of Managers. There will no longer be a Board of Managers and there will be no members’ meetings. Except for the covenants of good faith and fair dealing, all fiduciary duties of the Liquidation Manager will be eliminated upon approval of the New Operating Agreement; and

If a member knows that the Company has failed to create adequate reserves or to otherwise make reasonable adequate provision for its valid known and contingent obligations and claims, then any distribution received by such a member is subject to being repaid for a period of three years following the date of the distribution.

MINE RECLAMATION AND EAGLE MOUNTAIN LANDFILL PROJECT AND PENDING SALE

Description of the Eagle Mountain Site. Kaiser’s Eagle Mountain Site is located in the remote California desert approximately 200 miles east of Los Angeles, currently consistingconsists of approximately 10,800 acres, that contains three large open pit mines, the Eagle Mountain Townsite and a 52-mile private rail line that accesses the site. In 1988, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC) leased what is now approximately 4,654 acres of the mine site and the rail line to MRC for development of a rail-haul solid-waste landfill. As discussed in more detail below,The lease between MRC and Kaiser Eagle Mountain, LLC, a wholly-owned subsidiary of Kaiser, as amended to date is often referred to as the amount and nature(“MRC Lease”). On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the acreage owned and controlled atUnited States Bankruptcy Code. The MRC Lease may be assumed or rejected in the Eagle Mountain Site would change if the November 2009 U.S. 9th Circuit Court of Appeals decision affirming in part a 2005 U.S. District Court decision setting aside a land exchange completed between the Company and the BLM in October 1999 becomes the final decision and the land exchange is not successfully “fixed” through the BLM. We are seeking further review of the adverse U.S. 9th Circuit Court of Appeals decision by the U.S. Supreme Court and we are also evaluating a fix through the BLM of the three remaining issues identified by the U.S. 9th Circuit Court of Appeals.MRC bankruptcy.

In 1988, in anticipation of Southern California’s need for new environmentally safe landfill capacity, MRC began the planning and permitting for a 20,000 ton per day rail-haul, non-hazardous solid waste landfill at Kaiser’s Eagle Mountain Site. The landfill project received all the major permits and approvals required for siting, constructing, and operating the landfill project in 1999. We believe thatHowever, as discussed in

KAISER VENTURES LLC AND SUBSIDIARIES

more detail below, the Eagle Mountain SiteLandfill Project has many unique attributesbeen embroiled in extensive administrative challenges and state and federal litigation for over 20 years, with nearly $85 million having been spent by MRC in seeking to permit and defend the Landfill Project, of which make it particularly well-suited forapproximately $28.6 million has been spent since Kaiser became a rail-haul, solid waste landfill, including, among other attributes, its remote location, arid climate, available and suitable materials for the proposed liner system and daily cover, and rail access.member of MRC in 1995.

Acquisition of Our Ownership Interest in MRC. We initially acquired our interest in MRC in 1995, as a result of the withdrawal of MRC’s previous majority owner, a subsidiary of Browning Ferris Industries. Before and in connection with this withdrawal, Browning Ferris invested approximately $45 million in MRC. In 2000, Kaiser assigned all of the economic benefits of the MRC lease and granted an option to buy the landfill property to MRC in exchange for an increase in Kaiser’s ownership interest in MRC.MRC (the “MRC Option”). The MRC lease will terminate upon the sale of the landfill projectOption is currently scheduled to the District, assuming the sale is completed.

KAISER VENTURES LLC AND SUBSIDIARIES

expire March 29, 2013, if not extended by mutual agreement. We presently own 83.13%84.247% of MRC’s Class B Units and 100% of its Class A Units. See “Item 1. BUSINESS -BUSINESS—Mine Reclamation and Eagle Mountain Landfill Project and Pending Sale - Project—MRC Financing” below.

Pending SaleHistorical Landfill Project Litigation

State Litigation. After entering into the MRC Lease in 1988, MRC undertook activities including, but not limited to, negotiation and execution of a Memorandum of Understanding and Development Agreement with the County of Riverside (the “County”), preparation of an Environmental Impact Report (“EIR”)/Environmental Impact Study (“EIS”), numerous meetings and hearings with the Riverside County Planning Commission (the “Planning Commission”) and the Board of Supervisors of Riverside County (the “Board of Supervisors”), drilling and other field analysis to support environmental permit applications, and transportation and market development activities. On June 17, 1992, the Planning Commission recommended to the Board of Supervisors against approval of the Project. In September 1992, the Board of Supervisors held a series of public hearings regarding the Landfill Project and on October 6, 1992, the Board of Supervisors voted in favor of certain land use approvals required for the Landfill Project. On November 3, 1992, the Board of Supervisors officially adopted certain resolutions and ordinances certifying the EIR and the land use approvals for the Landfill Project.

Subsequent to the certification of the EIR in December 1992, three separate legal actions were commenced challenging the adequacy of the Project’s EIR as well as the review process leading to the Board of Supervisors’ approval of the EIR pursuant to the California Environmental Quality Act (“CEQA”). The legal actions were filed by local residents (Laurence R. and Donna J. Charpied), preservation groups and interested individuals (National Parks and Conservation Association, Eagle Mountain Landfill Opposition Coalition, City of Coachella, Steve W. Clute, Daniel S. Roman, and Richard M. Marsh), and the company that desires to use the Company’s property, a portion of which is covered by the MRC Lease, for a hydro-electric pump and storage project which company is now called Eagle Crest Energy Company (“ECEC”).

In June 1994, the San Diego County Superior Court issued a tentative ruling on the challenges to the EIR for the Eagle Mountain Landfill Project. Of the more than seventy areas of concerns initially raised by the plaintiffs in the cases, the Court announced that it had eight areas of concerns in which the EIR may be deficient and require future supplemental information and corrective action. After the Court’s tentative ruling, the Court held hearings on these legal challenges. On July 26, 1994, the Court issued its decisions in the cases which were adverse to the Landfill Project.

As a result of the San Diego Superior Court’s determinations, the Court set aside and declared void the Board of Supervisors’ certification of the EIR and all County approvals of the Project rendered in connection with the certification of the EIR, suspended permitting activities related to the development of the Landfill Project

Background.In August 2000, MRC entered into an agreement to sell and directed the landfill project to the District for $41 million. Under the termspreparation of that agreement, upon closing of the sale, $39 million of the total purchase price is to be deposited into an escrow account. This money would then be released to MRC on the resolution of certain litigation contingencies. Currently the only existing litigation contingency arises out of the federal litigation challenging the completed federal land exchange which is discussed below. Even though the closing has not taken placea new final environmental impact statement and these funds have not been deposited into an escrow account, interest began accruing on this portion of the purchase price on May 3, 2001. The remaining $2 million of the purchase price would also be placed into an escrow account upon closing and was originally to be released upon the later of (1) the release of the $39 million as described above or (2) the permitting approvals of the District’s Puente Hills landfill for its remaining 10 years of capacity which the District did receive. However, the District has received the necessary permits for the expansion of its Puente Hills landfill and thus, the full purchase price would be placed into escrow when the initial closing has occurred. As discussedreport in more detail in “Item 3. LEGAL PROCEEDINGS - Eagle Mountain Landfill Project Exchange Litigation,” on September 20, 2005, the U.S. District Court for the Central District of California, Eastern Division, issued an adverse decision in the federal land exchange litigation, which jeopardized the viability of the landfill project and its sale to the District. This decision was appealed to the U.S. 9th Circuit Court of Appeals. In November 2009 in a 2 to 1 decision, the panel majority upheld, in part, the U.S. District Court decision setting aside the land exchange. We are seeking further review of adverse U.S. 9th Circuit Court of Appeals decision by the U.S. Supreme Court but review by the Supreme Court is totally discretionary. This adverse decision, unless it is reversed by the U.S. Supreme Court or unless it is positively resolved by a fix through the BLM, will jeopardize the viability (i.e., the continued existence of) the current landfill project. Accordingly, receipt of the purchase price, in whole or in part, if at all, will continue to be delayed pending satisfactory resolution of these contingencies. At this time, we cannot estimate when or if ever the sale may be completed.

The sale of the landfill project is subject to the results of the District’s due diligence and satisfaction of numerous contingencies. The contingencies include, but are not limited to, obtaining the transfer of the landfill project’s permits to the District, obtaining all necessary consents to the transaction, resolving title matters, and negotiating mutually acceptable joint use agreements and resolution of the outstanding federal land exchange litigation. We have been working on resolving various title issues, obtaining necessary consents and otherwise working toward a closing. However, resolution of all remaining issues will not occur until and unless there is a positive decision at the U.S. Supreme Court level or positive resolution of the land exchange litigation by a fix through the BLM. Although the contractual expiration date is currently June 30, 2011, the date has already been extended numerous times. The conditions to closing are not expected to be met by the current expiration date,compliance with applicable law and the parties will individually determine whetherCourt’s conclusions.

MRC initially took steps to extendappeal the closing date one or more additional times. In addition, as discussedCourt’s 1994 adverse decision. However, in more detail below,late 1994 the adverse litigation involvingBoard of Supervisors voted not to appeal the federal land exchange, may impactCourt’s decisions. As a result, the sale ofCounty took the landfill project to the District. There is no assurance or requirement that either party will continue to extend the closing date for the proposed sale of the landfill project. See “Item 1. BUSINESS - Eagle Mountain Landfill Project and Pending Sale - Risks Factors” for a more detailed discussion of some of the material risk factors facing the landfill project and its sale.

Flood Damage to Railroad

The Company owns an approximate 52-mile private railroad that runs from Ferrum Junction near the Salton Sea to the Eagle Mountain mine. In late August and early September of 2003, portions of the railroad and related protective structures sustained considerable damage due to heavy rains and flash floods. This damage included having some rail sections being buried under silt while other areas hadsteps

KAISER VENTURES LLC AND SUBSIDIARIES

 

their rail bed undermined. In 2005 we conductednecessary to vacate the entitlements previously granted by the County to MRC in compliance with the Court’s decisions. Even though MRC initially took steps to appeal the Court’s decisions, MRC later determined that it would be in its best interest to focus its efforts on a more complete investigationnew EIR/EIS and permitting the Landfill Project. Accordingly, MRC dropped all of its appeals.

While MRC had dropped its appeals in favor of focusing on the re-permitting, three issues were appealed by the plaintiffs. After ECEC dropped its appeal of the damage anddenial of its attorney’s fees, the remaining issues that were appealed were resolved in favor of the costs to returnCompany. In early 1996, the railroadappeals court affirmed the trial court’s findings on the three issues that were favorable to the condition that it was in priorCompany.

Prior to the flood damage. Asadverse decisions of the San Diego Superior Court, MRC had received from a resultvariety of that investigation, we estimated thatfederal, state and local regulatory agencies 17 of the cost to repair the damage to be a minimum of $4.5 million for which an accrual has been made. Since the 2003 floods, work20 technical and environmental permits necessary to help preserveconstruct and protectoperate the existing railroad has been undertaken. However, the major repairs required to return the railroad to its condition prior to the flood damage will be deferred until a later date or until there is another project at Eagle Mountain that warrants such repairs.

MRC Financing

SinceProject. In 1995, MRC has been funded through a series of private placements to its existing equity holders. As a result of prior MRC private placements and in exchange for releasing the economic benefits of the lease with MRC and granting MRC the option to acquire the landfill project site for $1.00, we have increased our original 70% ownership interest in MRC acquired in 1995 to 83.13%. During the fourth quarter of 2010, MRC borrowed $500,000 from Kaiser Ventures to cover its ongoing expenses. The unsecured loan accrues interest at the rate of 6.0% per annum. The principal amount of such loan together with all accrued and unpaid interest is convertible into MRC units at the per unit price determined in the next private placement. MRC will likely undertake a private placement during the second quarter of 2011. The price and terms of such private placement have yet to be established by MRC. In addition to ongoing expenses, future funding would also be required for any fix through the BLM. Additionally, if the current federal land exchange litigation is resolved in a positive manner, additional future funding will be necessary to complete the sale to the District and to complete necessary railroad repairs.

Current Status

Approval by Riverside County of the Landfill Project; Development Agreement. Between 1992 and 1995, MRC faced legal challenges to its application and receipt of regulatory permits and consents required to operate the landfill project. In March 1995, MRC again initiatedre-initiated the necessary permitting process by filing its land use applications with Riversidethe County and working with the County and U.S. Bureau of Land Management, referred to as the BLM in securing the certification and approval of a new environmental impact report, or an EIR. After extensive public comment, the new EIR was released to the public in January 1997, and received final approval from the RiversideCounty Board of Supervisors in September 1997. In connection with the final approval of the landfill project by Riverside County, MRC agreed to indemnify the County from any lawsuit to which the County may become a party as a result of the approval of the landfill project. This indemnity agreement is secured by a $500,000 letter of credit. Riverside County is not currently a party to any landfill related litigation.

As a part of the process of considering the landfill project, Kaiser and MRC negotiated a Development Agreement with Riverside County. The Development Agreement provides the mechanism by which MRC acquires long-term vested land-use rights for a landfill and generally governs the relationship among the parties to the Agreement. The Development Agreement also addresses such items as the duties and indemnification obligations to Riverside County; the extensive financial assurances to be provided to Riverside County; the reservation and availability of landfill space for waste generated within Riverside County; and events of default and remedies, as well as a number of other items.

In addition, the financial payments to or for the benefit of Riverside County and others are detailed in the Development Agreement as well as in the Purchase and Sale Agreement, which forms a part of the Development Agreement. The Purchase and Sale Agreement requires a per ton payment on non-County waste determined from a base rate which is the greater of $2.70 per ton or ten percent (10%) of the landfill tip fee up to 12,000 tons of non-County waste. The 10% number increases to 12 1/2% for all non-County waste in excess of 12,000 tons per day. The per ton payment to the County also increases as

KAISER VENTURES LLC AND SUBSIDIARIES

volume increases. The per ton payments on non-County Waste to Riverside County are summarized as follows:

Average Tons Per Day of
Non-County Waste

Payment to Riverside County

        0 - 7,000

Greater of 10% (12.5% once volume
exceeds 12,000 tpd or $2.70 (“Base”)

7,000 - 10,000

Base + $ .80

10,000 - 12,000

Base + $1.30

12,000 - 16,000

Base + $2.30

16,000 - 20,000

Base + $3.30

Of the payments made to Riverside County by MRC on non-County municipal solid waste, $.90 of the per ton payment will be deposited into an environmental trust. In addition, MRC directly pays $.90 per ton into the environmental trust for in-County waste deposited into the landfill. Funds in the environmental trust are to be used within Riverside County for: (a) the protection, acquisition, preservation and restoration of parks, open space, biological habitat, scenic, cultural and scientific resources; (b) the support of environmental education and research; (c) the mitigation of the landfill project’s environmental impacts; and (d) the long term monitoring of the above mentioned items.

Finally, MRC has agreed to pay $.10 per ton of municipal solid waste deposited into the landfill to the National Parks Foundation for the benefit of the National Park Service.

Other major payments include: (i) partial funding for up to four rail crossings with $1 million due upon the occurrence of the earlier of: (a) the commencement of landfill construction; or (b) under certain circumstances, within 90-days of the execution of the Development Agreement between Riverside County and MRC; (ii) an additional $1 million for upgrading rail crossings is to be paid over the course of landfill operations; (iii) financial assistance of approximately $2 million for the host community, Lake Tamarisk, comprised of $500,000 due at the commencement of construction of the landfill plus approximately $1.5 million due over the course of landfill operations; and (iv) funding for the non-California Environmental Quality Act reduction air emission programs of $600,000 over the course of operations.

The initial term of the Development Agreement is fifty years, although it may be extended to November 30, 2088, under certain conditions. The Development Agreement allows the landfill project to receive up to 20,000 tons per day, 6 days a week, of non-hazardous municipal solid waste. However, during its first ten years of operation, the landfill owner is limited to 10,000 tons per day of non-County waste plus the waste generated from within the County. After ten years, the owner of the landfill may request an increase in its daily tonnage, and an independent scientific panel will review such request. The panel’s review is effectively limited to confirming substantial compliance with all developmental approvals, mitigation measures and permits.

The Development Agreement will be effective with the resolution of Kaiser’s ownership of the land which is the subject of the current federal land exchange litigation. We anticipate that the Development Agreement will be fully executed and recorded just prior to the anticipated closing of the sale of the landfill project. Riverside County has approved the assumption of the Development Agreement by the District as part of the sale of the landfill by MRC.

Successful Appeal of State EIR Litigation.After the September 1997 approval of the new EIR for the landfill project,Landfill Project by the Board of Supervisors, litigation with respect to MRC’s EIR certification resumed. In February 1998 the San Diego County Superior Court issued a final ruling with respect to this second round of EIR litigation, finding that the EIR certification did not adequately evaluate the landfill project’sLandfill Project’s impact on the Joshua Tree National Park and

KAISER VENTURES LLC AND SUBSIDIARIES

the threatened desert tortoise. KEM, MRC Kaiser and Riversidethe County appealed the Superior Court’s decision; opponents did not appeal.

On May 7, 1999, the Court of Appeal announced its decision to completely reverse the San Diego Superior Court’s prior adverse decision. The Court of Appeal’s decision, in effect, reinstated the EIR certification and reinstated the previous approval of the landfill projectLandfill Project by Riversidethe County. In June 1999, opponents to the landfill projectLandfill Project requested that the California Supreme Court review and overturn the Court of Appeal’s decision. In July 1999, the California Supreme Court declined to review the Court of Appeal’s decision.

Federal Land Exchange Litigation and Other Threatened Litigation. In October 1999, Kaiser’s wholly owned subsidiary, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC),KEM completed a land exchange with the BLM. In this exchange, KaiserKEM transferred approximately 2,800 acres of Kaiser-ownedKEM-owned property along its railroad right-of-way to the BLM and a nominal cash equalization payment in exchange for approximately 3,500 acres of land within the landfill project area. The land exchanged by KaiserKEM was identified as prime desert tortoise habitat and was a prerequisite to completion of the permitting of the landfill project. With the land exchange completed, the Eagle Mountain Site consists of approximately 10,108 acres with 8,636 acres held in fee (which includes the Eagle Mountain Townsite) and approximately 1,472 acres held as various mining claims.Landfill Project. The land exchange also involved the grant of two rights-of-way by the BLM and the termination of a reversionary interest involving approximately 460 acres of the Eagle Mountain Townsite that was contained in the original grant of such property.

Following completion of the land exchange, two lawsuits were filed in the U.S. District Court for the Central District of California, Eastern Division challenging itthe land exchange and requesting its reversal. The plaintiffs argueargued that the land exchange should be reversed because the BLM failed to comply with the National Environmental Policy Act and the Federal Land Management Policy Act. Nearly three years after the final brief in the case was filed, on September 20, 2005, the U.S. District Court for the Central District of California, Eastern Division, issued its opinion in the case.opinion. The decision was adverse to the landfill projectLandfill Project in that it set aside“set aside” the land exchange completed between the CompanyKEM and BLM as well as two BLM rights-of-way. The Company along with the U.S. Department of Interior appealed the decision to the U.S. 9th Circuit Court of Appeals. The briefing for the appeal was completed in 2007 and oral argument was heard before a three judge panel on December 6, 2007.

On November 10, 2009, a three-judge panel of the U.S. 9th Circuit Court of Appeals issued its decision in the Company’s land exchange litigation and landfill project appeal. In a 2 to 1 decision the

KAISER VENTURES LLC AND SUBSIDIARIES

majority opinion was adverse to the Eagle Mountain landfill projectLandfill Project in that it upheld portions of the prior U. S. District Court decision setting aside the completed land exchange. The majority opinion found that: (i) the discussion of eutrophication (the introduction of nutrients, in this case primarily nitrogen, as a result of the landfill) was not adequately organized in the EIS; (ii) the statement of purpose and need for the project was unduly narrow resulting in an inadequate analysis of a reasonable range of alternatives to the proposed land exchange; and (iii) there was an inadequate appraisal of the lands in the land exchange due to the failure of the “highest and best use” analysis to take into account the probable use of the public lands as a landfill. Accordingly, subject to reversal on appeal, we may address these remaining issues by appropriate supplemental environmental and other documentation through the BLM. A 50-page dissenting opinion was filed. The dissenting judge found in the Company’s favor on all issues involving the land exchange and landfill project.

Both the panel majority and dissent concluded that the U.S. District Court was in error with regard to the bighorn sheep issue because there was substantial evidence in the record that bighorn sheep had been appropriately studied and analyzed. In addition, the majority and dissent also rejected a cross appeal of various environmental matters, finding that the agency’s analysis and explanation complied with applicable law for: (i) noise; (ii) night lighting; (iii) desert tortoise; (iv) groundwater; (v) air quality; and (vi) visual impacts relating to Joshua Tree National Park.

KAISER VENTURES LLC AND SUBSIDIARIES

Landfill Project.

We sought further review of the adverse U.S. 9th Circuit Court of Appeals decision by a broader panel of judges from the U.S. 9th Circuit Court of Appeals but the request for an en banc hearing by the U.S. 9th Circuit Court of Appeals was denied on July 30, 2010. In October 2010 we filed a petition with the U.S. Supreme Court asking the Court to review the decision of the U.S. 9th Circuit Court of Appeals. Whether such further review is granted is totally discretionary with the court. We anticipate an announcement of whetherOn March 28, 2011, the U.S. Supreme Court willdeclined to accept our appeal. On May 10, 2011, the U.S. District Court issued its order remanding the actions “to the BLM for proceedings consistent with the Ninth Circuit’s May 19, 2010 amended opinion.” With the decision of the U.S. Supreme Court not to hear the appeal will be made no later thanof the endadverse decision of May 2011. If the current U.S. 9th Circuit Court of Appeals, decisionthere is not reversed byno longer any pending litigation and the U.S. Supreme Court or if the land exchangeadverse federal litigation is not successfully fixed through the BLM, such decision would jeopardize the viabilityfinal and fully concluded as no further appeals are available.

Previously Anticipated Sale of the current landfill project. Landfill Project

In addition, such failure to positively resolve the land exchange litigation could adversely impact theAugust 2000 MRC entered into an agreement to sell the landfill projectLandfill Project to the District including terminationfor $41 million. The agreement for the sale of the Landfill Project was modified so that the purchase price began accruing interest in May 2001. The closing date under the Landfill Project Sale Agreement had been extended numerous times since December 31, 2000, pursuant to written extension agreements between MRC and the District. Under each of those extension agreements, the District had the right to either purchase the Landfill Project in its “as is” condition or to terminate its Landfill Project Sale Agreement with MRC. The last extension of the closing date under the Landfill Project Sale Agreement was set to expire on October 31, 2011. The then Chief Engineer and General Manager of the District in October 2011 had indicated that the District was not intending to proceed with the purchase of the Landfill Project. He later communicated that the District would be purchasing the Landfill Project on October 31, 2011. The District subsequently repudiated in writing the terms of the last extension agreement, and would likely result inthreatened to sue MRC to, among other things, compel MRC, at MRC’s sole expense and risk, to further impairmentproceed with the permitting of the Company’s investmentlandfill which would involve substantial additional financial resources and time, neither of which MRC had. Thus, MRC filed for bankruptcy protection on October 30, 2011, in federal bankruptcy court in Riverside County, California in order to preserve and protect its assets and options with respect to such assets.

Damage to Railroad

The Company owns an approximate 52-mile private railroad that runs from Ferrum Junction near the Salton Sea to the Eagle Mountain mine. The Eagle Mountain railroad is not abandoned. In late August and early September of 2003, portions of the railroad and related protective structures sustained considerable damage due to heavy rains and flash floods. This damage included having some rail sections being buried under silt while other areas had their rail bed undermined. In 2005 we conducted a more complete investigation of the damage and of the costs to return the railroad to the condition that it was in prior to the flood damage. As a result of that investigation, we estimated that the cost to repair such flood damage to be a minimum of $4.5 million for which an accrual has been made. Since the 2003 floods additional damage has been sustained by the railroad and in the landfill project. Iffall of 2011 the appealUnion Pacific Railroad removed the track and switching facilities at Ferrum Junction which is the location at which the Eagle Mountain railroad connects to the U.S. Supreme Courtmainline of the Union Pacific Railroad. There have also been attempts to steal portions of the railroad for scrap value. MRC is obligated to repair and maintain the railroad under the terms of the MRC Lease. Kaiser and MRC are evaluating what actions should be taken against Union Pacific Railroad as a result of Union Pacific’s actions. At this time, the major repairs required to return the railroad to its condition prior to the flood damage will be deferred until a later date or until there is another project at Eagle Mountain that warrants such repairs.

KAISER VENTURES LLC AND SUBSIDIARIES

MRC Financing

Since 1995 MRC has been funded through a series of private placements to its existing equity holders. As a result of prior MRC private placements and in exchange for releasing the economic benefits of the lease with MRC and granting MRC the option to acquire the landfill project site for $1.00, we have increased our original 70% ownership interest in MRC acquired in 1995 to 84.247%. A private placement for $1,300,000 was completed during the third quarter of 2011 in which Kaiser invested $1,146,344 increasing our ownership interest to the current 84.247%. Kaiser has made the determination that it will not successful, we may seek to resolvemake additional equity investments in MRC for the purpose of pursuing a “fix” of the federal land exchange litigation by pursuingexchange. While Kaiser will not be providing additional funding to MRC for the purpose of pursing a fix through“fix” of the BLM.

In addition to the federal land exchange, litigation,Kaiser is in the Company has been threatened from timeprocess to timeproviding MRC with additional litigationa line of credit currently in the amount of up to $500,000 (which could be increased up to $1,000,000) in order to fund certain activities to complete the MRC bankruptcy process. Draws under the line of credit would be completely in the discretion of Kaiser and bear interest at the rate of five percent (5%) per annum. Kaiser’s loan will not be secured but will be an administrative claim against the MRC bankruptcy estate meaning that it will have priority in payment over unsecured claims in the landfill project involving such matters as the federal Endangered Species Act. However, asbankruptcy. Without a sale of any assets that MRC may have, there is a substantial risk that this loan will not be fully repaid.

MRC Assets and Bankruptcy.As of the date of the filing of this Annual Report on Form 10-K, nonethe primary assets of MRC consist of the previous threats have resultedMRC Lease, the MRC Option and certain landfill related permits and approvals. MRC is in default of certain of its obligations under the MRC Lease such as maintaining and repairing the Eagle Mountain railroad. The MRC Option currently expires March 29, 2013.

As previously noted, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the commencementUnited States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC will continue to operate its business as a legal action against“debtor in possession” under the Company.jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. As part of the proceedings in Bankruptcy Court, MRC will need to develop a plan of reorganization which will include decisions regarding the status of the MRC Lease, the MRC Option and the Landfill Project Sale Agreement, among other things. It is possible that the Landfill Project will continue in some form as a result of the reorganization of MRC or the sale of certain of MRC’s assets.

Write-down of Investment in Eagle Mountain Landfill Project. In accordance with the requirements of generally accepted accounting principles (“GAAP”), we wrote down the carrying cost of the investment in the Landfill Project on our financial statements effective June 30, 2010, and again effective as of March 31, 2011. For additional information, see “Part II.—Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—OPERATING RESULTS—Write-Down of Investment in Eagle Mountain Landfill.” With the write downs in 2010 and in 2011, the total investment associated with the Landfill Project has been written down to $13,843,000. As future events unfold with regard to MRC, the Company will continue to evaluate if further write-downs may be necessary or appropriate.

Eagle Crest Energy Company. Eagle Crest Energy Company, referred to as ECEC, one of the original opponents to the landfill project, is pursuing a license from the Federal Energy Regulatory Commission, referred to as FERC, for a proposed 1,300 mega-watt hydroelectric pumped storage project and ancillary facilities. The proposed ECEC project would utilize two of the mining pits and other property at the Eagle Mountain Site, that we own. The land on which the landfillproposed lower reservoir for ECEC’s proposed project is located ison land currently leased to MRC and is under contractthe subject of the MRC Option Agreement. We continue to be sold tobelieve that any landfill project and the District. The landfill projectresumption of large-scale mining would be adversely impacted by the ECEC project. ECEC has been pursuing this project off and on for nearlyover 20 years. The Company has not agreed to sell or lease this property to ECEC. We,ECEC and we, along with others, object to the ECEC project. The ECEC project is not compatible with the landfill project regardless of claims to the opposite by ECEC. Additionally, ECEC’s project would not be compatible with the resumption of large-scale mining at the Eagle Mountain Site. ECEC has filed for a necessary water quality certification from the State of California. In connection with ECEC seeking such water

KAISER VENTURES LLC AND SUBSIDIARIES

quality certification, a draft environmental impact report was released in July 2010.2010 and a draft final environmental impact report was released in January 2013. ECEC also filed its final license application with FERC in 2009. In January 2010 FERC determined that ECEC’s license application was ready for environmental review and in December 2010 a draft environmental impact statement was released by FERC evaluating the environmental impacts and the economics of the proposed project. Additionally, the draft environmental impact statement contained the recommendation of FERC’s staff that the project be licensed by FERC. Both the stateA final environmental impact report and the federal impact statement received extensive comments from Kaiser, the District, the U.S. Department of Interior and various environmental groups.was released by FERC on January 30, 2012.

If the project receives its water quality certification, it is likely that the grant of such certification will result in litigation. We understand that any grant of a water quality certification for ECEC’s project may occur in March or April 2013. Similarly, if the project is licensed by FERC, it is likely that litigation will be commenced over the issuance of the license. Finally, ifIf the project is licensed by FERC it is likely that additional and separate litigation will resultbe initiated by the Company over whether ECEC canactually has the authority to take our landproperty by eminent domain pursuantgiven the unique nature of ECEC’s project being located in the desert without any existing water way. Even if it is ultimately determined that ECEC would have the right to the Federal Power Act andeminent domain under applicable law, there will be litigation to determine the amount of damages payable to us and others as a result of ECEC’s actions for its private benefit. There may also be adversarial proceedings involving ECEC in MRC’s bankruptcy. ECEC has already filed a suit seeking a request for a declaratory judgment in MRC’s bankruptcy seeking a determination that MRC’s bankruptcy will not prevent ECEC from exercising any eminent domain authority it may have if it received a license from FERC. ECEC’s lawsuit was dismissed by the Bankruptcy Court, without prejudice.

If the completed land exchange is ultimately and permanently reversed, in accordance with the September 2005 U.S. District Court decision as affirmed in part by the U.S. 9th Circuit Court of Appeals and if the land exchange is not successfully “fixed” through the BLM, certain lands currently owned in fee by Kaiser will revert back to federal lands, although a substantial amount of such lands will then be controlled by Kaiser because of its federal mining claims. As a result of any final reversal to federal ownership, the federal land may be subject to a title encumbrance resulting from the issuance of the

KAISER VENTURES LLC AND SUBSIDIARIES

preliminary permit to ECEC by FERC but Kaiser would continue to own in fee the mining pits that are critical to ECEC’s project.

Risk Factors

As discussed in this Annual Report on Form 10-K, there are numerous risks associated with MRC and the landfill project.Landfill Project. The landfill projectLandfill Project has been and continues to be the subject of extensive litigation. MRC was ultimately successful in the state litigation which hasin defending the Land Project, its permits and will continuestate and local approvals. However, the federal litigation challenging a completed federal land exchange was ultimately resolved adverse to substantially delay the landfill project and which could ultimately leadLandfill Project with the U.S. Supreme Court’s denial in March 2011 of our petition to termination ofreview the landfill project. The adverse U.S. 9th Circuit Court of Appeals decisiondecision. With the adverse federal litigation involving the completed land exchange substantially increases the likelihood of these risks. If the current adverse land exchange litigation is not favorably resolved by an appeal that is heard by the U.S. Supreme Court or otherwise favorably resolved by a fix throughwith the BLM concluded, the landfill projectbankruptcy of MRC and the adverse actions of the District, the Company has determined that it would not invest further in MRC to pursue a “fix” of the land exchange. While the Company has determined that it will not be viable as currently permitted. Accordingly, ifinvest further money in MRC to “fix” the land exchange litigation is not ultimately favorably resolved and/for purposes of a landfill other third parties could fund or acquire the Company cannot otherwise cure various alleged title and other closing issues in a timely fashion, then the District’s purchase of the landfill project would not be completed and the Company might have to abandon Eagle Mountain and its investment in MRC. The adverse U.S. 9th Circuit Court of Appeals decision materially increases the possibility of such scenario. If this should occur, the Company may seekright to pursue other possible opportunities at the Eagle Mountain site or it may modify the existing proposed landfill project. There is also the risk that the District and MRC would not mutually agree to extend the closing date for the sale of the landfill project.Landfill Project.

In addition, to the litigation and other closing risks, there are risks of the loss of certain critical Landfill Project permits due to the passage of time. The landfill project is also subject to being impacted by natural disasters like the floods that caused significant damage to the rail line in 2003. Certain risks may be uninsurable or are not insurable on terms which we believe are economical.

The ECEC pumped storage project is also a risk to MRC and the successful completion of the landfill projectLandfill Project (as well as to other projects at the Eagle Mountain Site) and significant expenditures are anticipated to be incurred in opposition to this potential project.

As discussed above, MRC will need significant additional funding for ongoing operations, to complete any fix through the BLM and to close the sale of the landfill project to the District.funding. There is no assurance that MRC will be funded in the future.future although we are providing MRC a line of credit of up to $500,000 (which could be

The landfill project also faces competition from other landfills as well as

KAISER VENTURES LLC AND SUBSIDIARIES

increased to $1 million) to complete its bankruptcy but funding of any draw requests is at the Mesquite rail-haul landfill project which the District owns and is developing.

We are also dependent upon the continued services of our executive officers given the complex naturecomplete discretion of the landfill project, the challenges it faces, and the importance of historical information. The loss of the services of our executive officers, especially without advance notice, could materially and adversely impact this project and well as our other business.Company

WEST VALLEY MATERIALS RECOVERY FACILITY AND TRANSFER STATION

Background

West Valley MRF, LLC, referred to as “West Valley,” was formed in June 1997 by Kaiser Recycling, Inc. (now Kaiser Recycling, LLC), a wholly-owned subsidiary of Kaiser, and West Valley Recycling & Transfer, Inc., a wholly-owned subsidiary of Burrtec Waste Industries, Inc. This entity was formed to construct and operate thea materials recovery facility referred to as the West Valley MRF. Under the termsMRF located on property that was a part of the parties’ business arrangements, Kaiser Recycling and Kaiser remain responsible for any pre-existing environmental conditions and West Valley MRF is responsible for environmental issues that may

KAISER VENTURES LLC AND SUBSIDIARIES

arise related to any future deposit or release of hazardous substances. Kaiser and Burrtec have each separately guaranteed the prompt performance of their respective subsidiary’s obligations.

The West Valley MRF includes an approximate 140,000 square foot building, sorting equipment and related facilities for waste transfer and recycling services. The facility is permitted to handle 7,500 tons of municipal solid waste and recyclable materials per day. As part of its recyclable operations, the West Valley MRF processes for sale in the commodities markets certain materials, including paper, cardboard, aluminum, plastic and glass. West Valley MRF is currently processing, approximately 2,600 - 3,000 tons of municipal solid waste and recyclable materials per day. This processing level is significantly less than in previous years primarily due to the lingering adverse impacts of the worldwide economic recession. The West Valley MRF generates cash flow in excess of that necessary to fund its cost of operations and, therefore, has historically has been able to distribute cash to cover a portion of Kaiser LLC’s general and administrative costs.former KSC steel mill site. In 2010,2012, the West Valley MRF distributed a total of $1.25 million$750,000 in cash to Kaiser.

The Operating Agreement forKaiser prior to the West Valley MRF provides the opportunity for either Burrtec or Kaiser to buy the other party’ssale of Kaiser’s indirect ownership interest in the WVMRF in April 2012 which is discussed immediately below.

Sale of Ownership Interest.On April 2, 2012, Kaiser LLC, Kaiser Recycling, Burrtec Waste Industries (“Burrtec”) and West Valley MRF at fair market valueRecycling & Transfer, Inc. (“Buyer”), a wholly owned subsidiary of Burrtec, entered into that certain Purchase Agreement (the “Purchase Agreement”) whereby Kaiser Recycling sold its ownership interest in WVMRF, LLC to Buyer. The sale transaction closed on the same day as the Purchase Agreement was entered into by the parties to the agreement. Kaiser Recycling sold its ownership interest in WVMRF, LLC for a gross cash sales price of approximately $25,769,000. The Company recorded a gain of $20,588,000 in the event onesecond quarter of 2012. The Company’s guaranty of the parties desiresoutstanding California Pollution Control Finance Authority bonds used to accept an offer to buy its interest in the West Valley MRF; in the event of default by a party under the Agreement that is not cured within a specified time period or; in some circumstances, in the event there is a proposed transfer or deemed transfer. For example, a change in the control of Kaiser to a company that is in the waste management business could trigger Burrtec’s option to purchase our interest in the West Valley MRF.

Financing

Mostfinance many of the financing for theimprovements at West Valley MRF was obtained through California Pollution Control Financing Authority tax exempt bonds. Approximately $9.5 million in bonds were issued in June 1997. These bonds were for Phase 1terminated. However, existing environmental obligations and agreements of the West Valley MRF which consisted of a 62,000 square foot building, sorting equipmentCompany and ancillary facilities. Approximately $8.5 million in bonds were issued in May 2000 which was for Phase 2 of the West Valley MRF which consisted of an 80,000 square foot facility expansion and new sorting equipment. The interest rate for the bonds varies weekly. The rates for 2010 ranged from approximately 0.3% to 0.5%. Due to adverse economic conditions during 2010 the interest rates on the bonds were at historic low levels. Bonds issued for Phase 1 have a stated maturity date of June 1, 2012, and bonds issued for Phase 2 have a stated maturity date of June 1, 2030, although West Valley MRF is required, pursuant to an agreement with Union Bank, to periodically redeem a portion of the bonds.

The bonds are secured by a pledge and an assignment of the loan payments made by West Valley MRF and funds that may be drawn on an irrevocable direct pay letter of credit issued by Union Bank of California, N.A. The bonds are backed by a letters of credit issued by Union Bank. The letter of credit for the 1997 Phase 1 bonds is currently scheduled to expire June 30, 2011 and the letter of credit for the 2000 Phase 2 bonds is also currently scheduled to expire June 30, 2011. Union Bank has expressed that it currently intends to extend these letters of credit. In the event the letters of credit are not extended for any reason, payment of the bonds could be accelerated. Kaiser and Burrtec have each severally guaranteed fifty percent (50%) of the principal and interest on the bonds to Union Bank in the event of a default by West Valley MRF.

In 2007 West ValleyRecycling benefiting WVMRF, LLC, Buyer and Union Bank modified the bank’s repayment schedule for the bonds. Itremain in place and an escrow of $363,000 was agreed that the then required accelerated principal repaymentsestablished as a part of the indebtedness could be modified in accordance with the original issuance terms of the respective bond issues. As a result, the maturity date of the Phase 2 bonds has been extendedsale transaction to 2030.

As of December 31, 2010, the principal amount of bonds outstanding totaled approximately $6,450,000.

KAISER VENTURES LLC AND SUBSIDIARIES

West Valley MRF and Union Bank executed a Reimbursement Agreement in 2000 that, among other things, sets the terms and conditions whereby West Valley MRF:

is required to repay Union Bank in the event of a draw under the letter of credit;

grants Union Bank certain security interests in the income and property of West Valley MRF;

agrees to a schedule for the redemption of the Bonds; and

agrees to comply withprovide certain financial assurances that we estimate will be sufficient to cover any future environmental obligations, particularly with respect to the Tar Pits Parcel located next to the WVMRF. This amount was charged against the Company’s environmental reserve which provided for such specific environmental expenses. Subsequently, an insurance policy covering certain possible contingent environmental and other covenants.

Kaiserrelated events that could arise and impact the WVMRF, LLC and others was purchased by Kaiser Recycling have also provided environmental guaranty agreementsduring the second quarter to Union Bank. Undercover certain of these agreements, Kaiser and Kaiser Recycling are jointly and severally liable for any liability that may be imposed on Union Bank for pre-existing environmental conditions on the West Valley MRF’s property acquired from Kaiser Recycling that the West Valley MRF fails to timely address.

Competition

Burrtec operates a transfer and materials recovery facility in Agua Mansa, California. This facility is located approximately 15 milesexposures. The policy premium of $113,621 was paid from the West Valley MRFescrow account. (See also, “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION—Section 2: Liquidity and competes for certain waste that might otherwise go to the West Valley MRF. West Valley MRF monitors such waste to ensure that it receives its appropriate share of such waste from the “territory” agreed upon between Burrtec and Kaiser. Burrtec also controls materials recovery facilities in Victorville, California and in the Coachella Valley of California, which are generally not considered to be competitors of the West Valley MRF. Other entities have from time to time proposed to develop materials recovery facilities that would serve the same broad geographic area as that served by West Valley. There is one small materials recovery facility operating in Colton and two other transfer and materials recovery facilities are currently being proposed that could, if built, be competitors for certain of the waste now processed by the West Valley MRF. One such new facility would be in the City of Pomona and the other facility would be in the City of San Bernardino. Such competition would likely adversely impact the volume and profitability of the waste processed at West Valley. Neither facility has been permitted or built as of December 31, 2010.

In addition, the economic recession that began in 2008 has reduced the amount of trash being disposed of at various landfills in the proximity of the West Valley MRF. As a result, these landfills have become increasingly aggressive in their “tip fee” pricing. This has encouraged some municipal waste that would otherwise come to the West Valley MRF to be disposed of at these landfills. The Company believes that the volumes of waste being processed at the West Valley MRF should increase as the communities in eastern Los Angeles and western San Bernardino counties recover from the economic recession.

Risk FactorsCapital Resources—Environmental Remediation.”)

The West Valley MRF faces a number of risks. These risks include risks related to general economic and market conditions that are outside its control.

Risks associated with the financial and credit markets can adversely impact the West Valley MRF. For example, in 2008 the credit markets temporarily caused a dramatic increase in the interest rate on the West Valley MRF’s outstanding bonds. However, beginning in 2009 the interest rates on the West Valley MRF’s bonds declined to historic low levels. A material increase in future interest rates could result in a material increase in the West Valley MRF’s interest expense. The risks associated with the financial and credit markets could also potentially impact the renewal and the terms of the West Valley MRF’s

KAISER VENTURES LLC AND SUBSIDIARIES

outstanding letters of credit which secures its bonds. If the letters of credit are not extended beyond their current June 30, 2011, expiration date, payment of the bonds could be accelerated.

Waste volumes are also being negatively impacted by the economic down-turn in Southern California. Although the services of the West Valley MRF are generally considered to be of an essential nature, a weak economy usually results in decreases in the volume of waste generated, which in turn decreases revenues. Additionally, the processing of recyclable materials and their resale in the commodities markets are a significant source of revenue for the West Valley MRF. The volatility of commodity prices and the substantial reduction in commodity prices that began in the fourth quarter of 2008 did, until late 2009, have negative impact on the revenues, margins and net income of the West Valley MRF. A modest recovery of commodity prices began in late 2009 and continued into 2010. However, the revenues, margins and net income of the West Valley MRF will fluctuate in the future in tandem with the commodity prices of the recyclable materials processed by the West Valley MRF,

The West Valley MRF also faces risks associated with rising and fluctuating operating costs that it may not be able to pass through, in whole or in part, to its customers. For example, the price of fuel is unpredictable and is based upon factors outside the control of the West Valley MRF. During 2007 and 2008, fuel prices dramatically increased. While fuel prices moderated in 2009 and 2010, fuel prices have again begun to dramatically increase, particularly during the first quarter of 2011. In addition to the fuel used by the West Valley MRF’s equipment and vehicles, many of its vendors raise their prices as a means to offset their own rising fuel costs. While the West Valley MRF usually attempts to pass through its increased costs such as the cost of fuel, it may not be able to timely pass through all of such increases due to competition or as a result of the terms of a customer’s contract. These increased operating costs would then likely negatively impact the profitability of the West Valley MRF.

Competition for and the loss of expiring waste contracts would also negatively impact the West Valley MRF. Most of the waste processed at the West Valley MRF is as a result, directly or indirectly, of hauler or municipal contracts or franchise agreements. Many of these arrangements are for a specified term and are subject to competitive bidding in the future. In addition, under certain conditions, some of the customers of West Valley MRF may terminate their contracts prior to the scheduled contract term. Governmental action may also affect waste flow to the West Valley MRF. Municipalities may annex unincorporated areas within San Bernardino County and Riverside County where the West Valley MRF currently derives waste; as a result, customers in annexed areas may be required to obtain services from competitors.

The largest sources of waste for the West Valley MRF are derived through Burrtec affiliated companies, the City of Ontario and Waste Management, Inc. affiliated companies. The loss of waste currently hauled or directed by these companies or the City of Ontario to the West Valley MRF could materially impact West Valley.

The West Valley MRF also faces the risks associated with extensive governmental regulation of the waste industry. The regulatory process requires firms in the waste hauling, waste recycling and/or landfill business to obtain and retain numerous governmental permits to conduct various aspects of their operations, any of which may be subject to revocation, modification or denial. Changes in such governmental policies and attitudes relating to the industry could impair the West Valley MRF’s ability to obtain and maintain applicable permits from governmental authorities on a timely basis. Such regulations could also impact the expansion of existing facilities and/or the providing of new related waste services such as green waste composting. The Company is not in a position at the present time to assess the extent of the impact of such potential changes in governmental policies and attitudes on the permitting processes, but they could be significant. Additionally, West Valley MRF cannot predict with certainty the extent of future costs that may be required under such regulation including the future costs associated with environmental, health and safety laws and regulations. For example, environmental groups and regulatory agencies in California and in the United States have increasingly focused their attention on the emission of greenhouse gases and the impact to

KAISER VENTURES LLC AND SUBSIDIARIES

climate of such emissions. The passage of laws and regulations to control greenhouse gases, including the imposition of fees or taxes, could adversely impact the West Valley MRF’s operations and financial results. In addition to the governmental permitting and environmental restrictions and conditions that may be imposed directly on the West Valley MRF, governmental authorities may impose other conditions and regulations that impact the West Valley MRF. For example, waste hauling permits/agreements provided by some of the counties served by the West Valley MRF have restricted the flow of waste to the West Valley MRF.

The waste industry is highly competitive. West Valley MRF faces competition from governmental, quasi-governmental, and private sources for municipal solid waste and recyclable materials. See “Item. 1. BUSINESS - West Valley Materials Recovery Facility and Transfer Station-Competition” above.

Any of the factors described above could materially adversely affect the West Valley MRF’s results of operation and cash flows.

Miscellaneous Business

The Company is occasionally able to generate miscellaneous income from time to time from various activities. Such activities have historically included leasing our fee owned land at Eagle Mountain for films, commercials and military and law enforcement training and the sale of rock.rock and other materials. There were material rock sales to third parties from Eagle Mountain during 2012.

OTHER KAISER ASSETS

For a discussion of our other assets such as the Eagle Mountain Townsite, the substantial iron ore, rock, and other resources at the Eagle Mountain Site, and the Lake Tamarisk property, please see “Item 2. PROPERTIES.”

HISTORICAL OPERATIONS AND COMPLETED TRANSACTIONS

The following information is provided as historical background and to put into context our current activities including our currentthe Company’s anticipated dissolution to implement the cash maximization strategy.

KAISER VENTURES LLC AND SUBSIDIARIES

Water Resources

Until the sale of its ownership interest in Fontana Union Water Company, or Fontana Union, to Cucamonga County Water District, referred to as “Cucamonga,” in March 2001 for $87.5 million the Company’s results of operations depended, in large part, on water rights and successfully leasing such rights. Concurrently with the sale of its Fontana Union stock, the Company also received approximately $2.5 million in payments under its water lease with Cucamonga. The sale was completed in the context of settling outstanding litigation between Cucamonga and the Company. Prior to that time Kaiser leased all of its shares in Fontana Union to Cucamonga under the terms of 102-year take-or-pay lease.

Fontana Union owns water rights to produce water from various sources of water near Fontana, California. Kaiser’s ownership of Fontana Union entitled it to receive, annually, a proportionate share of Fontana Union’s water, which water was historically used in connection with Kaiser’s steel making activities.

Mill Site Property

Background. From 1942 through 1983, KSC operated a steel mill in Southern California near the junction of the Interstate 10 and Interstate 15 freeways and approximately three miles to the northeast of Ontario International Airport. The original Mill Site Property owned by Kaiser after it emerged from the KSC bankruptcy consisted of approximately 1,200 acres and portions of the property required substantial

KAISER VENTURES LLC AND SUBSIDIARIES

environmental remediation. Except for the approximate five acre Tar Pits Parcel, we no longer own any portion of the Mill Site Property. The disposition of the Mill Site Property by us over the past several years is described below.

The California Speedway Property. In November 1995, the Company contributed approximately 480 acres of the Mill Site Property in exchange for common stock in the company that became Penske Motorsports, Inc., a leading promoter of motor sports activities and an owner and operator of automobile racetracks. In December 1996, the Company sold to PMI approximately 54 additional acres of the Mill Site Property, for cash and additional stock in PMI. The California Speedway, a world class motor sports speedway, was constructed on this approximate 534 acres of the Mill Site Property.

In July 1999 International Speedway Corporation, referred to as ISC, through a wholly owned subsidiary, acquired PMI. Kaiser Inc., as a stockholder in PMI, voted for the merger and elected to receive a portion of the merger consideration in cash and a portion in ISC stock. In the transaction Kaiser received approximately $24 million in cash and 1,187,407 shares of ISC Class A common stock, resulting in a gain of $35.7 million. Subsequent to PMI’s acquisition, we sold all of the shares we owned in ISC realizing an additional gain of approximately $6.6 million. The gross cash proceeds we received in 1999 from the merger and the subsequent sale of ISC stock totaled approximately $88 million.

The NAPA Lots. In conjunction with the permitting and development of the California Speedway, we permitted and developed three parcels known as the “NAPA Lots” for sale. In September 1997, the largest NAPA Lot, consisting of approximately 15.5 acres, was sold for a gross sale price of approximately $2.9 million. In November 1999, another of the NAPA Lots, consisting of approximately 7.8 acres, was sold for a gross cash sale price of approximately $1.7 million. The remaining NAPA Lot of approximately 5.2 acres was sold in December 1999 for a cash sale price of approximately $1.1 million.

CCG Ontario, LLC (CCG).In August 2000, we sold approximately 588 acres of our remaining Mill Site Property to CCG for $16 million in cash plus the assumption of virtually all known and unknown environmental obligations and risks associated with the property as well as certain other environmental obligations. Included in the land sold to CCG were ancillary items such as the sewer treatment plant and the water rights associated with the property. As part of the transaction, CCG obtained environmental insurance coverage and other financial assurance mechanisms related to the known and unknown

KAISER VENTURES LLC AND SUBSIDIARIES

environmental obligations and risks associated with the transferred property as well as other environmental obligations subject to limited exceptions. In addition, before this sale transaction, we were party to a consent order with the California Department of Toxic Substances Control, referred to as the DTSC, which was essentially an agreement to investigate and remediate property. As part of the sale transaction, this consent order and our financial assurances to the DTSC were terminated, and CCG entered into a new consent order with the DTSC and provided the necessary financial assurances. CCG is a subsidiary of Catellus Corporation which in turn is owned by ProLogis. ProLogis is considered one of the world’s largest developerdevelopers of commercial warehouse space. ProLogis and many of its subsidiaries are continuing to be adversely impacted by adverse worldwide and real estate related economic conditions. These adverse conditions increase the risk that CCG could default in the obligations it assumed in connection with its purchase of the property. For additional information, see “Part I, Item 1. BUSINESS - BUSINESS—Historical Operations and Completed Transactions - Mill Site Transactions—Environmental Matters” below.

Rancho Cucamonga Parcel.In October 2000, the Company completed the sale of approximately 37 acres of the Mill Site Property, known as the Rancho Cucamonga parcel, to The California Speedway Corporation. The gross cash sale price was approximately $3.8 million.

West Valley MRF Property.At the time of the formation of West Valley in 1997, Kaiser Inc. contributed 23 acres of the former Mill Site Property, on which a 62,000 square foot building, sorting equipment and related facilities were constructed during Phase 1 of the West Valley MRF development.

KAISER VENTURES LLC AND SUBSIDIARIES

Under the terms of our agreements with West Valley, we contributed additional land approximating 7 acres after that land’s environmental remediation in 2000. We are also obligated to contribute the Tar Pits Parcel to West Valley MRF at its option, upon the environmental remediation of the Tar Pits Parcel in a manner suitable for use by West Valley MRF. The ownership interest in WVMRF, LLC was sold in the second quarter of 2012.

The Tar Pits Parcel is the only acreage that we continue to indirectly own at the former Mill Site Property. However, effective April 2, 2012, WVMRF, LLC leased material portions for the Tar Pits Parcel from Kaiser Recycling, LLC, the subsidiary of Kaiser that owns the Tar Pits Parcel. The lease is for 50 years with the right to extend the lease for 50 years in exchange for: (i) payment of all the property taxes for the Tar Pits Parcel; (ii) insuring the Tar Pits Parcel and naming Kaiser Recycling LLC as an additional insured for general liability purposes; and (iii) performing various maintenance and security obligations on the property being leased.

Environmental Matters

The operation of a steel mill by the Company’s predecessor, KSC, resulted in known contamination of limited portions of the Mill Site Property. As discussed above, the Company’s consent order with the DTSC was terminated in connection with the sale of approximately 588 acres of the remaining Mill Site Property to CCG for $16 million in cash plus the assumption of virtually all known and unknown environmental obligations and risks associated with the property as well as certain other environmental obligations. Concurrently with that termination, CCG entered into a new consent order with the DTSC, in which CCG assumed responsibility for all future investigation and remediation of the Mill Site Property it purchased, as well as various other items covered under its CCG consent order. In addition, CCG assumed and agreed to indemnify the Company against various contractual environmental indemnification and operations and maintenance (“O&M”) obligations the Company has with purchasers of other portions of the Mill Site Property. In addition, CCG is obligated to remediate the Tar Pits Parcel pursuant to a solidification and capping strategy. Except for continuing inspection and maintenance obligations, and the continuing groundwater investigation, the remediation of the Tar Pits Parcel has been completed although the Company may review additional remediation possibilities as a means of making such parcel useable property.completed.

CCG has completed most of the required environmental investigations and remedial actions at the Mill Site Property. The remaining material items associated with the investigation and remediation of the Mill Site Property include continued implementation of a groundwater investigation program, the preparation of various completion, testing and monitoring reports and continuing operations and maintenance.O&M. The operations and maintenanceO&M obligations could continue for at least thirty years. In the second quarter of 2012 the DTSC provided CCG a letter confirming that CCG has satisfied the consent order for the Mill

KAISER VENTURES LLC AND SUBSIDIARIES

Site property except for the continued implementation of the groundwater investigation program and continuing O&M. CCG is obligated to pay for the costs associated with any future O&M activities. In connection with the groundwater investigation in January 2013 the DTSC communicated to ProLogis that it believed that there were releases to groundwater of hazardous substances from several areas of the Mill Site Property, including the Tar Pits Parcel. However, it appears that the matters of concern are below maximum contamination levels. Since CCG is primarily responsible for groundwater at the former Mill Site Property it is addressing the DTSC’s concerns. If this should give rise to a claim, our current insurance should cover such claim.

Many of the environmental obligations assumed by CCG were originally backed, in whole or in part, by various financial assurance mechanisms or products. With the completion of much of the required investigation and remediation work at the Mill Site Property, several of the original financial assurances are no longer necessary or have been reduced. However, for example, a real estate environmental liability insurance policy with a policy limit of $50 million on which we are a named insured remains permanently in place.place for the Mill Site Property. This insurance policy is in addition to the $50 million insurance policy that expires on June 30, 2013, that is discussed below. All remaining financial assurance mechanisms or products are subject to their terms. In addition, there are certain exceptions to CCG’s assumption of the Company’s prior environmental obligations.

We have established reserves to address potential future environmental liabilities and obligations. These potential environmental liabilities include, among other things, environmental obligations at the Mill Site Property that were not assumed by CCG, such as any potential third party damages from the identified groundwater plume of total dissolved solids and organic carbon, discussed above, environmental remediation work at the Eagle Mountain Site, and third-party bodily injury and property damage claims, including asbestos claims not covered by insurance and/or paid by the KSC bankruptcy estate. In 2004, this reserve was again reduced to approximately $2.4 million to reflect settlement of a third party claim related to the groundwater plume discussed above. This reserve was further reduced in 2005 as a result of reclassifying $500,000 to the Eagle Mountain Townsite Cleanup Reserve. This environmental reserve was increased by $1.2 million as of December 31, 2005, for Eagle Mountain Townsite environmental related matters. The reserve is reduced from time to time as a result of remediation and related actives that take place at Eagle Mountain and as a result of work conducted in association with the former Kaiser Mill Property. As of December 31, 2012, based upon current information, we estimate that our future environmental liability related to certain matters and risks not assumed by CCG, in its purchase of the Mill Site Property in August 2000, would be approximately $2.3 million for which a reserve has been established. We also periodically review the adequacy of our environmental reserve.

KAISER VENTURES LLC AND SUBSIDIARIES

reserve and will be doing so in connection with the anticipated dissolution of the Company. As a result of these reviews, there may be adjustments in the environmental reserve during the projected dissolution of the Company.

In keeping with our goal to minimize our potential liabilities, including the potential liabilities outlined above, we purchased effective June 30, 2001, a 12-year $50 million insurance policy, which is expected to cover substantially any and all environmental claims (up to the $50 million policy limit) relating to the historical operations of the Company.Company for claims made during the term of such policy. Such policy is in addition to the insurance policy that covers the Mill Site Property as discussed above. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in Part II, Item 7.,7, of this Annual Report on Form 10-K. Since this “claims made” policy terminates on June 30, 2013, the Company may not have insurance coverage for certain previously covered environmental and other claims made after the expiration of the policy term on June 30, 2013.

The Company is involved, from time-to-time, in legal proceedings concerning environmental matters. See “Part I, Item 3. LEGAL PROCEEDINGS.”

Tar Pits Parcel

Currently, the only remaining property we ownowned at the Mill Site Property is an approximate 5 acre parcel known as the Tar Pits Parcel.Parcel which is owned by Kaiser Recycling, LLC, a wholly-owned subsidiary of Kaiser. Under ourthe agreement with the West Valley MRF, we areKaiser Recycling is obligated to

KAISER VENTURES LLC AND SUBSIDIARIES

contribute the Tar Pits Parcel to the West Valley MRF, at its option, upon the environmental remediation of the property. Except for ongoing inspection and monitoring activities, as well as the groundwater investigation that covers the Mill Site Property, including the Tar Pits Parcel all material remediation of the Tar Pits Parcel was completed in 2002 at CCG Ontario, LLC’s, (referred to as CCG),CCG’s, expense. CCG is responsible for this property’s environmental remediation pursuant to the terms of the purchase agreement entered into between CCG and Kaiser in August 2000 relating to Kaiser’s sale of approximately 588 acres of the Mill Site Property. However,Property and for the Company is exploring additional alternatives as a meansongoing inspection and maintenance of makingthe Tar Pits Parcel’s environmental remediation measures. As discussed in more detail above under “Item 1. BUSINESS - Historical Operations and Completed Transactions—West Valley MRF Property,” effective April 2, 2012, WVMRF, LLC leased material portions for the Tar Pits Parcel useable property.from Kaiser Recycling. The lease is for 50 years with the right to extend the lease for 50 years. See “Part I, Item 1. BUSINESS—Historical Operations and Completed Transactions—Mill Site Environmental Matter.

Employees

As of March 15, 2011,1, 2013, Kaiser LLC had no employees. However, Kaiser LLC leases employees through Business Staffing, Inc., which was a subsidiary of Kaiser LLC until January 1, 2011,the close of business December 31, 2010, and reimburses Business Staffing for the actual costs associated with 75 full-time (4(3 at Ontario, California and 32 at Eagle Mountain, California) and 43 permanent part-time employees (all(1 at Eagle Mountain and 2 in Ontario, California. ThereCalifornia). However, if the Plan of Dissolution is also oneapproved by the Company’s Class A members, it is anticipated that the number of permanent part-time as needed employee availableemployees will be reduced by two in Ontario, California, but such individuals will likely continue on a part-time consulting basis for Eagle Mountain matters.the Company.

 

Item 1A.RISK FACTORS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. However, we do discuss many of the risk factors that may impact the Company, its remaining projects and opportunities, and the anticipated dissolution and liquidation of the Company throughout this Annual Report on Form 10-K. In addition, please see the discussion under “Forward Looking Statements” on page 1 of this Report on Form 10-K.

 

Item 1B.UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

KAISER VENTURES LLC AND SUBSIDIARIES

Item 2.PROPERTIES

Eagle Mountain, California

Overview and Regional Geography and Access.The Eagle Mountain Site which includes the Eagle Mountain mine and the adjoining townsite are located in Riverside County, approximately ten miles northwest of Desert Center, California. Desert Center is located on Interstate 10 between Indio and

KAISER VENTURES LLC AND SUBSIDIARIES

Blythe, California. See the vicinity map for the Eagle Mountain Site on the following page. Vehicular access to the Eagle Mountain Site is by a paved county road. Within the mine site, there are gravel and dirt roads that were built for the iron ore mining that took place. The mine is also accessed by a railroad as more fully described below.

The Eagle Mountain open-pit iron ore mine was operated by KSC on a full-time basis from approximately 1948 to 1983. However, even though iron ore mining was curtailed by 1983, the mine has remained active and has continued to ship rock, rock products, iron ore pellets, etc. as market conditions allow. Substantial shipments of rock products were made from KEM’s fee owned land at the Eagle Mountain Site in 2012.

The heavy duty maintenance shops and electrical power distribution system have been kept substantially intact since the 1982 shutdown of large-scale iron ore mining. Electrical power is provided to the Eagle Mountain Site by Southern California Edison. We also own several buildings, a water distribution system, a sewage treatment facility, and related infrastructure. However, virtually all of the equipment and all of the mining and processing facilities for large-scale iron ore mining are no longer in existence. There would be substantial costs associated with the improvement of the infrastructure and to build the facilities necessary to resume the previously suspended large-scale mining operation. The District, upon its purchase of the landfill project, would own or control a substantial portion of this infrastructure. Accordingly, the District and the Company have negotiated a number of agreements addressing access and joint use of infrastructure facilities and we will be required to finalize several more of such agreements the sale of the landfill project to the District is ultimately completed. The Eagle Mountain Townsite includes more than 300 mostly unoccupied single family homes, approximately 100 of which were partially renovated in the 1990s. Due to the passage of time and the impacts of weather, a number of the remaining buildings and houses at the Eagle Mountain Townsite are deteriorating at a faster rate than anticipated and may not be salvageable. Accordingly, we may need to demolish or rehabilitate a number of structures over the next several years. We currently have reserves recorded as of December 31, 2010,2012, totaling $3.3 million ($1.0 for asbestos containing products abatement and $2.3 million for demolition) for such purposes.

Until December 31, 2003, a private prison was operated at the Eagle Mountain Townsite. With the closure of the private prison we implemented a plan in 2004 to reduce our activities at the Eagle Mountain Townsite. We are continuing to seek appropriate tenants for a lease of all or portions of the Eagle Mountain Townsite but have been unsuccessful to date in finding long-term permanent tenants. The completed adverse federal land exchange litigation has and may further hinder these efforts.

Other than possible future environmental remediation associated with asbestos containing products in certain structures for which a reserve has been recorded, we are not aware of any material environmental remediation required at the Eagle Mountain Townsite that could require us to expend substantial funds or that could lead to material liability. However, under the terms of aan approved mine reclamation plan for a portion of the Eagle Mountain mine site there are ongoing reclamation activities for which the Company has also recorded a reserve for the current estimated cost of such activities.activities and has posted appropriate financial assurances.

We own four deep water wells, two of which are operational, and two booster pump stations that serve the Eagle Mountain Site.

KAISER VENTURES LLC AND SUBSIDIARIES

 

VICINITY MAPFORTHE EAGLE MOUNTAIN SITE

KAISER VENTURES LLC AND SUBSIDIARIES

 

Land Ownership.In and around the Eagle Mountain Site, with the completed federal land exchange, the Company currently has various possessory federal mining claims of approximately 1,472 acres and holds approximately 8,644 acres in fee simple (which includes the approximate 1,300 acre Eagle Mountain Townsite). Approximately 4,654 acres of this property willwould be sold as a part of sale of the landfill project,Landfill Project, assuming such sale is ever completed. See “Part I, Item 1. BUSINESS—Mine Reclamation and Eagle Mountain Landfill Project.” However, if the completed adverse federal land exchange is not ultimately resolved through our appeal to the U.S. Supreme Court or a fix resolution of the remaining issues arising from the litigation through the BLM,unwound it will impact the amount and nature of our land holdings. In such instance we would be placed back to the same position as prior to the land exchange, we would own or control in and around Eagle Mountain approximately 1,800 acres in fee and 9,550 acres in various possessory federal mining claims. In addition, the reversal of the land exchange would reinstate a reversionary interest contained in the original grant of approximately 460 acres of the Eagle Mountain Townsite. The reversionary interest means that this land could be returned to the federal government in very limited circumstances.

Eagle Mountain Geology Overview.California is divided into 10 Geological Provinces that define areas of similar structure and bed rock. The Eagle Mountain Site is located in the northeastern portion of the Eagle Mountains near the lower western edge of the Mojave Desert Physiographic Province of California, slightly east of the southern limits of the adjacent Transverse Ranges Physiographic Province. The major rock units in the region include Jurassic to Cretaceous-age plutonic intrusive rocks and Paleozoic and Precambrian metamorphic and meta-sedimentary rocks. At the Eagle Mountain Site, the meta-sedimentary rocks generally trend northwest and are surrounded and underlain by intrusive granitic rocks. The meta-sedimentary rock units have been folded into a northwest-trending anticline, which continues into the north-central Eagle Mountains.

In general, the Eagle Mountain iron ore deposits are in contact with metamorphized sedimentary rocks that show much folding, faulting, uplift and repeated injections of magnetic and hydrothermal fluids. The iron ore is not continuous and occurs in many narrow to wide segregations separated by various amounts of waste rock. Magnetite plus pyrite comprised the primary iron mineralization, which was subsequently oxidized into hematite and goethite in the higher elevation zones of the deposit.

Iron Ore.The Eagle Mountain mine is the site of what was the largest iron ore mining operation west of the Mississippi River. KSC recovered more than 225 million tons of iron ore from four pits (i.e., the East Pit, Central Pit, Black Eagle Pit [North], and Black Eagle Pit [South]). Regular iron ore mining was suspended at the Eagle Mountain Site by 1983 due to the pending closure of the KSC steel mill near Fontana, California. Thus, mining was suspended due to market conditions and not due to a lack of iron ore.

During 2010Over the last several years the price of iron ore dramatically increased on the world market reachingmarket. However, as a commodity, the price of iron ore is volatile. In 2010 the spot price for iron ore (at 62.5% Fe content) reached over $200.00$185.00 per metric ton for high qualityand then dropped to below $90.00 per ton in early September 2012. The price of iron ore and concentrated ore.rebounded from its September 2012 low to over $150 per metric ton in January 2013. In contrast, in 1982, the average price for iron ore was approximately $38.70less than $15.00 per metric ton. As a result of the current price for iron ore (approximately $150 per metric ton as of the date of the filing of this Report) and the estimated amount of iron ore at the Eagle Mountain Site, a number of parties have expressed interest in pursuing the iron ore and other mineral resources at Eagle Mountain. We have engagedcontinue to work with a third-party to assist us in the evaluation of the Eagle Mountain iron ore opportunity and in seeking third-parties that would be interested in potentially acquiring these iron ore and other mineral resources. In October 2011, we entered into an option and purchase agreement which involved the sale of the Company’s subsidiaries that control the Eagle Mountain opportunity. However, as a direct result of the actions of the District and the bankruptcy filing by MRC, the option holder did not exercise its option. The Company and MRC continue to actively market the property and reserves to potential interested parties and explore various possible transactions. For additional information, see “ITEM 1: BUSINESS-Summary of Business-Cash Maximization Strategy.”

KAISER VENTURES LLC AND SUBSIDIARIES

Through KSC’s prior drilling program and mining activities, KSC’s Mining Engineering Department estimated as of January 1983, that there were approximately 335 million tons1,2 of measured and indicated iron ore at Eagle Mountain as summarized in the table below.

1

Included in this estimate and in the summary table is an estimate related to 466.66 acres of mineral interest owned by the State of California through the California State Lands Commission in the East Pit. KSC had a mineral lease with the State of California for such mineral interest pursuant to which KSC paid a royalty to the State of California.

KAISER VENTURES LLC AND SUBSIDIARIES

ESTIMATED EAGLE MOUNTAIN GEOLOGIC ORE RESERVES

(ASOF JANUARY 1, 1983)

 

          MILLION UNITES           MILLION UNITES 
RESOURCES  SHORT TONS   PERCENT FE   TOTAL FE
UNITES
   RECOVERABLE
FE UNITS*
   SHORT TONS   PERCENT FE   TOTAL FE
UNITES
   RECOVERABLE
FE UNITS*
 

East Pit

   28,431,454     39.7     1,128.7     756.2     28,431,454     39.7     1,128.7     756.2  

East Pit - West Extension

   7,177,775     46.7     335.2     224.6     7,177,775     46.7     335.2     224.6  

Central - TV Hill

   48,061,239     37.3     1,792.7     1,201.1     48,061,239     37.3     1,792.7     1,201.1  

Central - Main

   42,265,029     37.3     1,576.5     1,056.2     42,265,029     37.3     1,576.5     1,056.2  

Central - West

   22,231,617     38.3     851.5     570.5     22,231,617     38.3     851.5     570.5  

Black Eagle - North

   49,785,843     39.6     1,971.5     1,320.9     49,785,843     39.6     1,971.5     1,320.9  

Black Eagle - South

   11,236,800     40.2     451.7     302.7     11,236,800     40.2     451.7     302.7  

Black Eagle - West Extension

   1,597,826     38.6     61.7     41.3     1,597,826     38.6     61.7     41.3  

Desert Eagle

   28,044,000     48.5     1,360.1     911.3  

Desert Eagle2

   28,044,000     48.5     1,360.1     911.3  

SUB TOTAL

   238,831,583     39.9     9,529.6     6,384.8     238,831,583     39.9     9,529.6     6,384.8  

INDICATED

INDICATED

 INDICATED 

East Pit

   10,639,420     42.4     451.1     302.2     10,639,420     42.4     451.1     302.2  

East Pit - West Extension

   5,503,346     44.3     243.8     163.3     5,503,346     44.3     243.8     163.3  

Central - TV Hill

   15,364,944     37.4     574.6     385.0     15,364,944     37.4     574.6     385.0  

Central - Main

   6,361,767     40.2     255.7     171.3     6,361,767     40.2     255.7     171.3  

Central - West

   8,536,628     38.5     328.7     220.2     8,536,628     38.5     328.7     220.2  

Black Eagle - North

   19,401,207     37.8     733.4     491.4     19,401,207     37.8     733.4     491.4  

Black Eagle - South

   5,058,600     34.7     175.5     117.6     5,058,600     34.7     175.5     117.6  

Black Eagle - West Extension

   1,009,008     38.2     38.5     25.8     1,009,008     38.2     38.5     25.8  

Desert Eagle

   24,826,000     41.1     1,020.3     683.6  

Desert Eagle2

   24,826,000     41.1     1,020.3     683.6  

SUB TOTAL

   96,700,920     39.5     3,821.6     2,560.4     96,700,920     39.5     3,821.6     2,560.4  

TOTAL

   335,532,503     39.8     13,351.2     8,945.2     335,532,503     39.8     13,351.2     8,945.2  

 

*An Fe unit recovery of 67 percent was used based on past mine plant performance and metallurgical tests on drill core.

Subsequent to the estimates made by KSC’s Mine Engineering Department, the U.S. Geological Survey released a preliminary report in 2001 titled “Eagle Mountain Mine-geology of the former Kaiser Steel operation in Riverside County, California.”This report states that: “This investigation of the Eagle Mountain Mine area, though cursory, revealed new structural, alteration, and stratigraphic relations.” With this new geologic information, the report concludes that there may be as much as 550 million tons of iron ore in the Eagle Mountain area.

In addition to the in-ground iron ore, there is an estimated 10044 million tonscubic yards of coarse tailings and an estimated 3514 million tonscubic yards of fine tailing resulting from prior iron ore processing activities from which iron can likely be extracted economically.extracted. Iron, precious metals such as gold and other minerals may exist

1Included in this estimate and in the summary table is an estimate related to 466.66 acres of mineral interest owned by the State of California through the California State Lands Commission in the East Pit. In the past, KSC had a mineral lease with the State of California for such mineral interest pursuant to which KSC paid a royalty to the State of California.
2Kaiser Eagle Mountain, LLC only owns a 50% interest in the Desert Eagle Mountain property.

KAISER VENTURES LLC AND SUBSIDIARIES

in sufficient quantity to justify a reprocessing of such tailings given the current recovery technology that is available and the current market price of iron, gold and other minerals.

The actual total amount, type, quality and qualityrecoverability of the iron ore cannot be ultimately determined without further extensive exploration, measurement and testing. Additionally, not all of iron ore resources may be economically recoverable. Economically recoverable ore depends upon a number of factors, including, but not limited to, the market price for iron ore, the cost to mine, process, and ship the iron ore, the cost of the infrastructure improvements necessary to support the mining, processing and processingshipping operations, as well as, those necessary to transport the ore, the location, nature of and iron content of the iron ore, operational constraints, the cost of any financing, etc. In addition, certain permits and consents will likely be required

KAISER VENTURES LLC AND SUBSIDIARIES

prior to the resumption of large-scale extractive iron ore mining. However, we believe that we have a vested mining permit for rock, iron ore, and for other minerals located at the Eagle Mountain Site.Site and have been shipping rock, rock products and iron ore products pursuant to such vested mining permit.

Portions of the iron ore reserves, including the coarse and fine tailings which contain recoverable iron ore, are located on the current Landfill Project property. Thus, if there should be a landfill project, property. Thus, any development of the iron ore opportunity would require the cooperation of the District.owner of the Landfill Project. However, based upon a very preliminary analysis, and, with the cooperation of the District, there does not appear to be at this time any material reason why the mining and processing of the iron ore reserves and tailings would be physically incompatible with thea landfill project. In fact, we currently believe that under certain circumstances, the mining and processing of the iron ore reserves and tailings and the landfill project could be mutually and economically beneficial. As an example, the Eagle Mountain railroad, once repaired, could serve both the landfill project and any iron ore shipping. In addition, renewed iron ore mining would also provide additional air space and “daily cover” materials for the landfill project.

Pursuing the possible Eagle Mountain iron ore opportunity is subject to a number of risks, as noted above. Accordingly, there is no assurance that we will be able to successfully consummate an Eagle Mountain iron ore mining transaction or opportunity.

Rock/Aggregate

As a result of previous iron ore mining at Eagle Mountain, millions of tons of rock of various sizes have been stockpiled on portions of the property around the Eagle Mountain townsite. For example, it is estimated that over 165 million tons of stockpiled rock is located on our fee-owned Eagle Mountain property known as the West End Property that is not a part of the landfill project. Additionally, it is estimated that there is over 1 billion tons of rock in-place on the West End Property. The estimate of the amount of rock on our West End Property is summarized in the table below. This estimate was prepared by an unrelated third-party in connection with an appraisal for a possible mineral exchange with the State of California that was not completed.

WEST END PROPERTY*- EAGLE MOUNTAIN SITE

 

Measured

Area

  Type  Acres   Estimated Tons Location   Type  Acres  Estimated Tons  Location

D

  Mine Waste   44.74     1,103,148    West End    Mine Waste  44.74  1,103,148  West End

E

  Mine Waste   63.39     17,381,986    West End    Mine Waste  63.39  17,381,986  West End

F

  Mine Waste   78.15     3,790,383    West End    Mine Waste  78.15  3,790,383  West End

G

  Mine Waste   7.54     1,202,860    West End    Mine Waste  7.54  1,202,860  West End

H

  Mine Waste   32.75     385,191    West End    Mine Waste  32.75  385,191  West End

I

  Mine Waste   10.74     2,560,945    West End    Mine Waste  10.74  2,560,945  West End

J

  Mine Waste   51.62     3,916,635    West End    Mine Waste  51.62  3,916,635  West End

K

  Mine Waste   82.72     13,967,517    West End    Mine Waste  82.72  13,967,517  West End

L

  Mine Waste   161.65     34,543,191    West End    Mine Waste  161.65  34,543,191  West End

M

  Mine Waste   394.36     86,611,600    West End    Mine Waste  394.36  86,611,600  West End
  

Total ARA Acres:

   927.66       

Total ARA Acres:

  927.66    

Total Estimated Waste Rock Resources

Total Estimated Waste Rock Resources

  

   165,463,456   

Total Estimated Waste Rock Resources

  165,463,456  

Total Estimated In-Place Resources

Total Estimated In-Place Resources

  

   1,000,000,000 

Total Estimated In-Place Resources

  1,000,000,000+  

Total Construction Aggregate Resources in West End

Total Construction Aggregate Resources in West End

  

   1,165,000,000 

Total Construction Aggregate Resources in West End

  1,165,000,000+  

*The “West End Property” is approximately one-half of the Eagle Mountain Mine site located west of the property that would be used for the Landfill Project as currently permitted.

KAISER VENTURES LLC AND SUBSIDIARIES

Even though iron ore mining was curtailed as of 1983, the Eagle Mountain mine has remained active. We have shipped rock, rock products and stock pile iron ore products over the years. Substantial shipments of rock and rock products were made in the recent past including in 20102012, and we are exploring opportunities to increasesecure future rock sales and shipments. Although the quality of the stockpiled rock is generally very high, the significant current cost of shipping the rock by truck outside the immediate area around Eagle Mountain has prevented the Company from capitalizing on this significant asset.

KAISER VENTURES LLC AND SUBSIDIARIES

Other Mineral Resources. TestingPrevious tests conducted in 2000 demonstratedon the coarse and fine tailings piles have indicated that gold and other minerals are present within the coarse and finesuch materials. However, there has not been sufficient systematic testing of these tailings piles. Given the current high prices forto determine if there are sufficient quantities of gold andor other minerals there mayfor such minerals to be economically recoverable gold and other minerals from these tailings.recoverable.

Water Resources

Eagle Mountain is located in the Chuckwalla Groundwater Basin, which is an unadjudicated groundwater basin. During its peak operation, Eagle Mountain used up to approximately 7,500 acre feet annually to support mining operations and the Eagle Mountain townsite. We are exploring what opportunities may be available to market this water to the extent that water may be available prior to or during the construction and operation of the landfill project and after any resumption of large-scale iron ore mining. Depending upon the amount of groundwater used by others, additional water may be available beyond that which was historically pumped.

Railroad

To transport ore from the Eagle Mountain mine to the mill site (see below), KSC constructed a 52-mile heavy duty rail line connecting the mine to the main Southern Pacific rail line at Ferrum, California. While we own in fee approximately 10% of the 52-mile railroad right-of-way the major portion of the railroad right-of-way consists of various private easements and an operating right-of-way from the BLM. The railroad is included in the lease to MRC and, to the extent reasonably possible, will be transferred to the District upon the consummation of the sale of the landfill project if the saleMRC. The railroad is completed.not abandoned. As noted above, portions of the railroad suffered significant flood damage in 2003.2003 and there has been other damage to the railroad since such date. Additionally, the Union Pacific Railroad removed the track and switch at Ferrum Junction in 2011. In addition to repairing flood damage and replacing Ferrum Junction, significant maintenance and possible upgrades will be required for the rail line to become fully operational foroperational. Even with the landfill and/or for mining use. The adverse federal litigation, if not positively resolved through our appeal to the U.S. Supreme Court or through a successful fix through the BLM, would reverse a BLM right-of-way granted under the Federal Land Policy and Management Act for the railroad but the original federal right-of-way grantedissued under the Private Law 790 would remain in place. In addition, if the land exchange is ultimately fully reversed, Kaiser would reacquire approximately 2,800 acres of potentially valuable desert tortoise habitat along or near the railroad that had been conveyed to the BLM as a part of the October 1999 land exchange. For additional information, see “Part I, Item 1. BUSINESS—Mine Reclamation and Eagle Mountain Landfill Project and Pending Sale—Flood Damage to Railroad.”

KAISER VENTURES LLC AND SUBSIDIARIES

Fontana, California

With exception of the approximate 5 acre Tar Pits Parcel, which is owned by Kaiser Recycling, LLC, a wholly-owned subsidiary of the Company, we no longer ownsown any property at the former Mill Site Property. With the exception of ongoing maintenance and inspection obligations, and the ongoing groundwater investigation of the Mill Site Property, including the Tar Pits Parcel, the environmental remediation of this parcel has been completed although the Company is exploring additional remediation alternatives as a means to make the parcel usable.completed. See “Part 1, Item 1. BUSINESS—Historical Operations and Completed Transactions—Mill Site Property.”

Lake Tamarisk, California

Lake Tamarisk is an unincorporated community located two miles northwest of Desert Center, California and approximately 8 miles from the Eagle Mountain mine. This community has 150 improved lots situated around two recreational lakes and a nine-hole golf course. With 70 homes and a 150-space mobile home park, the community has an average year-round population in excess of 150. Lake Tamarisk Development, LLC, a wholly owned subsidiary of Kaiser, owns: (i) 72 single family improved lots, including, one residential structure; (ii) 3 multi-family lots totaling 12.42 acres; (iii) 1 commercial lot totaling approximately 3.31 acres; (iv) an approximate 170 acre parcel of unimproved land across the highway from the main entrance to Lake Tamarisk; (v) an approximate 200 acre unimproved parcel adjoining the nine-hole Lake Tamarisk golf course; and (vi) an approximate 39 acre unimproved parcel adjacent to Lake Tamarisk. We are seeking to sell all of our Lake Tamarisk properties.

KAISER VENTURES LLC AND SUBSIDIARIES

Item 3.LEGAL PROCEEDINGS

In the normal course of our business we are involved in various claims and legal proceedings. Significant legal proceedings, including those which may have a material adverse effect on our business or financial condition, are summarized below. However, the following discussion does not, and is not intended to, discuss all of the litigation matters to which we are or may be or become a party. Should we be unable to resolve any legal proceeding in the manner we anticipate and for a total cost within close proximity to any potential damage liability we have estimated, our business and results of operations may be materially and adversely affected.

Eagle Mountain Landfill Project Land Exchange Litigation. In October 1999 Kaiser’s wholly-owned subsidiary, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC), completed a land exchange with the BLM. This completed land exchange has been challenged in two separate federal lawsuits. On September 20, 2005, the U. S. District Court for the Central District of California, Eastern Division, issued its opinion which was adverse to the landfill project in that it sat aside a land exchange completed between the Company and U.S. Bureau of Land Management (“BLM”) in October 1999 as well as two BLM rights-of-way. It also effectively reinstated a reverter title issue involving the Eagle Mountain Townsite.

In the exchange, the Company’s wholly owned subsidiary, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC) transferred approximately 2,800 acres of Kaiser-owned property along its railroad right-of-way to the BLM and a cash equalization payment in exchange for approximately 3,500 acres of land within the Eagle Mountain landfill project area. The land exchanged by the Company was identified as prime desert tortoise habitat and was a prerequisite to completion of the permitting of the Eagle Mountain landfill project. Following completion of the land exchange, two lawsuits were filed challenging it and requesting its reversal. The plaintiffs argued that the land exchange should have been reversed, because, among other reasons, the BLM failed to comply with the National Environmental Policy Act and the Federal Land Policy and Management Act. The U.S. District Court concluded that the environmental impact statement was deficient in its explanation and/or environment analysis with regard to: (i) the issue of eutrophication which deals with the introduction of nutrients, in this case primarily nitrogen, as a result of the existence of the landfill project; (ii) Big Horn Sheep, which is not an endangered species; (iii) the statement of purpose and need for the landfill project; and (iv) the reasonable range of alternatives to the proposed project. The court did rule in favor of the landfill project with regard to the environmental analysis and explanation for: (i) noise; (ii) night lighting; (iii) visual impacts; (iv) the desert tortoise; (v) groundwater; and (vi) air. The court also ruled that the environmental impact statement was deficient under the Federal Land Policy and Management Act with regard to: (i) the appraisal undertaken by the BLM in the land exchange; and (ii) a full discussion of the BLM’s conclusions on the public need for the landfill project. A copy of the decision can be found as Exhibit 99.1 to the Company’s Report on Form 8-K dated September 20, 2005.

We and the U.S. Department of Interior appealed the adverse decision to the U. S. 9th Circuit Court of Appeals. On November 10, 2009, a three-judge panel of the U.S. 9th Circuit Court of Appeals issued its decision in the Company’s land exchange litigation and landfill project appeal. (Donna Charpied,et al., Plaintiffs—Appellees v.United States Department of Interior, et al., Defendants—Appellants (Case Nos. 05-56815 and 05-56843);National Parks and Conservation Association, Plaintiff—Appellee v.Bureau of Land Management, et al., Defendants—Appellants (No. 05-56814); andNational Parks and Conservation Association, Plaintiff—Appellee v.Bureau of Land Management, et al., Defendants—Appellants (No. 05-56832)). The majority opinion is adverse to the Eagle Mountain landfill project in that it upheld portions of the prior U. S. District Court ruling. A 50-page dissenting opinion was filed. The dissenting judge found in the Company’s favor on all issues involving the land exchange and landfill project.

KAISER VENTURES LLC AND SUBSIDIARIES

Both the panel majority and dissent did conclude that the U.S. District Court erred with regard to several issues and they also rejected a cross appeal of various environmental matters, finding that the agency’s analysis and explanation complied with applicable law for: (i) noise; (ii) night lighting; (iii) desert tortoise; (iv) groundwater; (v) air quality; and (vi) visual impacts relating to Joshua Tree National Park. For additional information on this litigation matter see “Part 1, Item 1. BUSINESS—Eagle Mountain Landfill Project and Pending Sale-Federal Land Exchange Litigation and other Threatened Litigation” in this Annual Report on Form 10-K. A copy of the U.S. 9th Circuit Court of Appeals decision can be found as Exhibit 99.2 to the Company’s report on Form 10-K dated November 19, 2009.

We filed a petition with the U.S. 9th Circuit Court of Appeals seeking a rehearing by the original three-judge panel or an en banc review by the U.S. 9th Circuit Court of Appeals. An en banc review would have involved the hearing of our case by an eleven-judge panel of the U.S. 9th Circuit Court of Appeals. On July 30, 2010, our request for an en banc hearing was denied. In October 2010 we filed a petition with the U.S. Supreme Court requesting that it review the adverse U.S. 9th Circuit Court of Appeals. The decision and timing of the announcement by the U.S. Supreme Court of whether it will grant or reject our petition is completely discretionary with the Court. However, the U.S. Supreme Court’s decision will likely be announced no later than by the end of May 2011, and it could be sooner. If the U.S. Supreme Court should grant our petition to hear our appeal, the case would be heard in the Court’s 2011 - 2012 session.

Iron Partners Litigation.In April 2008, the Company, along with KSC Recovery, Inc. (the Kaiser Steel Corporation bankruptcy estate), and the federal government were sued by Iron Partners LLC in the U.S. District Court for the Western District of Washington (Iron Partners, LLC v. Maritime Association, United States Department of Transportation, et al., U.S. District Court, Western District Washington at Tacoma, Case No. C08-5217 RJB). TheThis case is tentatively settled with the full amount of the settlement to be paid by one of the Company’s insurance carriers. By way of background, the allegations in the case are that the Company and KSC Recovery, Inc. are the successors to the Kaiser Company, Inc. and that such company leased or owned certain property in Vancouver, Washington in the 1940’s that served as a shipyard. It is further alleged that hazardous wastes were buried on such property for which the Company is liable. The plaintiff, Iron Partners, LLC, now owns such property. The plaintiff seekssought damages under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Washington Model Toxic Control Act and under common law trespass. The City of Vancouver, Washington and another adjoining land owner have indicated that it maythey might intervene as plaintiffs in the case since a portion of the buried debris appear to extend onto property owned by the city and by the other adjoinadjoining property owner. However,While the City of Vancouver anddid not formally intervene in the matter, a settlement with the City of Vancouver was reached in 2011. The Company’s portion of such settlement was paid by one of the Company’s insurance carriers. The other property owner havehas yet to intervene in the matter.actively pursue any claim it may have. The federal government was able to secure a dismissal of all common law claims against it. The government, however, remains in the case with respect to the CERCLA claims. We initiated a third-party complaint against another company believing that such company may be responsible in whole, or in part, for some the buried debris. While we are still in the early stages of the litigation and informal discovery in this matter, we understand that the total claims are currently approximately $2.5 million. This matter has been tendered to our insurance carrier which has accepted the defensesettlement of this mattercase is subject to a reservationfinal documentation and approval by the United States Department of rights.Justice.

Portland Harbor Superfund Site. In late March 2009 KSC Recovery, Inc., the bankruptcy estate of the former KSC, and the Company were notified that they each may be a potential responsible party in

KAISER VENTURES LLC AND SUBSIDIARIES

connection with the investigation and clean-up of the Portland Harbor Superfund Site, Portland, Oregon. No information was provided inPresumably, the correspondence concerningallegation of being a potentially responsible party is based upon the reasons why KSC Recovery,fact that Kaiser Company, Inc. or, the Companyprior name of Kaiser Steel Corporation, constructed and managed the Swan Island Shipyard at Portland, Oregon, for and at the direction of the United States during WW II. Approximately 150 entities have been identified as a potentially responsible party and no amount of damages was alleged although apparentlyparties for the site. Apparently over $69$70 million has been spent to date just to characterize the environmental problems affecting the Portland Harbor.Harbor and a recent study estimated that remediation costs could range from $440 million to $2.2 billion depending upon the scope of the remediation and remediation standards ultimately determine for the Portland Harbor site. The Company has elected to participate in meetings which seek to settle and KSC Recovery remain inallocate among all the preliminary stages of the matter. KSC Recovery, Inc.alleged potentially responsible parties past and thefuture investigative and remediation costs. The Company havehas tendered this claim to their appropriateits environmental insurance carrier and the carrier is providing a defense for the claim.

Asbestos Litigation. There are pending asbestos litigation claims, primarily bodily injury, against Kaiser LLC and Kaiser Steel Corporation (the bankruptcy estate of Kaiser Steel Corporation is embodied

KAISER VENTURES LLC AND SUBSIDIARIES

in KSC Recovery, Inc.). There currently are approximately 127 active suits. Many of the plaintiffs allege that they or their family members were aboard Kaiser ships or worked in shipyards in the Oakland/San Francisco, California area or Vancouver, Washington area in the 1940’s and that the Company and/or KSC Recovery were in some manner associated with one or more shipyards or has successor liability. However, approximately half of the current claimclaims relate to other facilities such as the former Kaiser Steel Mill Site Property.

Most of these lawsuits are third party premises claims alleging injury resulting from exposure to asbestos or asbestos containing products and involve multiple defendants. The Company anticipates that it, often along with KSC Recovery, will be named as a defendant in additional asbestos lawsuits. Additionally, plaintiffs are seeking to add to the sites that the Company may have historically had a connection with on behalf of the United States. With a number of large manufacturers and/or installers of asbestos and asbestos containing products filing for bankruptcy over the past several years, the likelihood that additional suits will be filed against the Company has increased. In addition, the trend has been toward increasing trial damages and settlement demands. Virtually all of the complaints against us and KSC Recovery are non-specific, but involve allegations relating to pre-bankruptcy activities. It is difficult to determine the amount of damages that we could be liable for in any particular case until near the time of trial; indeed, many of these cases do not include pleadings with specific damages. The Company vigorously defends all asbestos claims as is appropriate for a particular case.

Of the claims resolved to date, more than approximately 60% have been resolved without payment to the plaintiffs. However, there was one significant asbestos claim that was settled in 2012 for nearly $1.0 million. To date, substantially all defense costs and any settlements have been paid by third-parties. The Company believes that it currently has substantial insurance coverage for the asbestos claims and has tendered these suits to appropriate insurance carriers. However, one of the Company’s main insurance policies that covers asbestos claims expires on June 30, 2013.

Mine Reclamation Bankruptcy.On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC continues to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. On March 30, 2012, the District filed a proof of claim in MRC’s bankruptcy case. While the amount of the District’s claim is not certain from its proof of claim, it asserts that the claim could amount to or exceed “hundreds of millions of dollars.” The District further claims that it will seek recovery of its damages from Kaiser LLC independently of the bankruptcy proceeding. However, no legal proceeding against Kaiser LLC has been commenced as of the date of the filing of this Annual Report on Form 10-K. The Company and MRC will vigorously defend the allegations asserted by the District, including asserting claims against the District and others as may be appropriate. MRC

KAISER VENTURES LLC AND SUBSIDIARIES

believes that any option the District may have had to acquire the Landfill Project no longer exists. It is likely that there will be adversarial claim proceedings and litigation in the Bankruptcy Court

Claims Against the KSC Bankruptcy Estate. The bankruptcy estate of KSC was officially closed by order of U.S. Bankruptcy Court for the District of Colorado on October 2, 1996. However, the bankruptcy case was reopened in 1999 in connection with certain litigation matters. Since that time, the bankruptcy case was again closed, however, the administration of KSC’s bankrupt estate will continue for several more years.

From time to time various environmental and similar types of claims that relate to Kaiser Steel pre-bankruptcy activities, are asserted against KSC and Kaiser LLC. Excluding the asbestos claims, there has been an average of one to three such claims a year for the past several years. For example, as discussed above in “Portland Harbor Superfund Site” KSC Recovery, Inc. the KSC bankruptcy estate, was notified in late March 2009 that it was identified as a potentially responsible party in connection with the investigation and clean-up of the Portland Harbor Superfund Site. Another example is that there is the possibility of a groundwater contamination claim at the Mill Site Property. Since CCG is primarily responsible for groundwater at the former Mill Site Property it is addressing the DTSC’s concerns. In the event of any claim against Kaiser LLC or KSC Recovery for this matter such claim should be covered by currently existing insurance. See “Item 1. BUSINESS—Historical Operations and Completed Transactions—Environmental Matters.”

In connection with the KSC plan of reorganization, Kaiser, as the reorganized successor to KSC, was discharged from all liabilities that may have arisen prior to confirmation of the plan, except as otherwise provided by the plan and by law. Although Kaiser believes that in general all pre-petition claims were discharged under the KSC bankruptcy plan, there have been some challenges as to the validity of the discharge of certain specified claims, such as asbestos claims. If any of these or other similar claims are ultimately determined to survive the KSC bankruptcy, or if they are not covered by insurance it could have a materially adverse effect on Kaiser’s business and value.

Item 4.MINE SAFETY DISCLOSURES

Not applicable.

[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

PART II

 

Item 5.MARKET FOR THE COMPANY’S EQUITY, RELATED OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Kaiser Inc.’s common stock was traded on the NASDAQ Stock Marketsm under the symbol “KSRI” until November 30, 2001. In connection with the conversion of Kaiser Inc. to a limited liability company each Kaiser Inc. stockholder of record as of December 5, 2001, received $10.00 in cash plus one (1) Class A Unit in Kaiser LLC for each share of stock. The Class A Units are subject to significant trading restrictions and are not listed for trading on any securities exchange. As a result, Kaiser Inc.’s common stock ceased being publicly traded on November 30, 2001. In connection with the merger, the Class A Units were independently appraised and determined to have a value of $1.50 as of November 30, 2001. Prior to the distribution of $10.00 in cash per share and the Class A Units Kaiser distributed $2.00 cash per share to stockholders of record as of December 13, 2000. In May 2012, an additional $1.50 per unit distribution was made to the Company’s Class A Unitholders.

The Class A Units are subject to substantial transfer restrictions and, therefore, the Class A Units are not traded on an established securities market and are not tradable on a secondary market or the substantial equivalent thereof. However, we are aware that there have been a very limited number of private purchase and sale transactions since November 30, 2001. In the third quarter of 2008 a third-party commenced a tender offer to purchase up to 1,400,000 of our Class A Units at a price of $.50 per unit less a pro-rata share of transfer costs. This third party ultimately terminated its tender offer.offer without the purchase of any units. In response to such third party tender offer, we conducted a self-tender offer for a portion of our Class A Units. As a result of the tender offer conducted by us that closed on December 1, 2008, we purchased 841,544 of our Class A Units at a price of $.90 per unit. We also paid all related transfer costs for the units purchased by the Company. In 2009 there were a limited number of units purchased at prices ranging from $.65 per unit to $.90 per unit. However, with the November 2009 adverse land exchange decision of the U.S. 9th Circuit Court of Appeals involving our landfill project,the Landfill Project, the last price of which we are aware for the actual purchase of units by a third party in 2010 was at $.35 per unit with the exception of two small transfers to related or affiliated parties at $1.50 per unit. In 2011 there were again limited third-party transactions at prices ranging from $.25 to $.35 per unit. In 2012 only three third-party private sales occurred with one of those transactions taking place because of the termination of the fund that owned the Company’s Class A Units. The reported sales price for two of the transactions was at $.25 per unit with the reported sales price of the third transaction being $.75 per unit.

Since the Class A Units are not publicly traded and there is no secondary market for the units, there is no performance graph.

As of March 15, 2011,1, 2013, there were approximately 3,3753,256 holders of record of our Class A Units which includes holders of Kaiser Inc. stock that have yet to convert their shares to Class A Units as a result of the merger.

As of March 15, 2011,1, 2013, KSC Recovery held 104,267 Class A Units that are outstanding but reserved for distribution to the former general unsecured creditors of KSC pursuant to the KSC Plan. In addition there are 113,250 Class A Units deemed outstanding that are reserved for those investors that have yet to convert their Kaiser Inc. stock to Kaiser LLC Class A Units as a result of the merger.

We currently have no immediate plans to make distributions but anticipate making distributions once we have completed the evaluation of our existing projects and opportunities and have received our share of the proceeds from any successful sale of such projects and opportunities.

During 20092011 and 2010 we2012, the Company purchased 21,9492,176 Class A Units and 2,0021,100 Class A Units respectively.

KAISER VENTURES LLC AND SUBSIDIARIES

Equity Compensation Plan Information

As required by Item 201(d) of Regulation S-K, the following table provides certain information as of December 31, 2010,2012, with respect to our equity compensation plans under which equity securities of the Company are authorized for issuance. All previously outstanding unexercised options expired as of

KAISER VENTURES LLC AND SUBSIDIARIES

December 31, 2008. Thus, we no long have any outstanding options. All options with an exercise price of $1.25 or less per unit or were exercised prior to December 31, 2008, and all other options with an exercise price of greater than $1.25 per unit were forfeited as of December 31, 2008.

 

Plan Category

  Number of
securities to be
issued upon
exercise of
outstanding
options, warrants

and rights
   Weighted-
average
exercise price of
outstanding
options,
warrants and
rights
   Number of
securities
remaining
available for future
issuance under
equity
compensation
plans (excluding
securities reflected

in first column)
 

Equity compensation plans approved by security holders

   0    $0     0  

Equity compensation plans not approved by security holders

   N/A     N/A     95,000 annually1 

 

1

This is average historical total amount of the annual grants made under equity compensation programs. However, as discussed in more detail in this footnote, the annual equity grants have terminated or will be terminated with the approval of the Plan of Dissolution by the Company’s Class A members. Each non-management member of the Board of Managers receives an annual grant of 5,000 Class A Units. In addition, beginning in 2004 Mr. Fawcett was included in the annual unit grants. Accordingly, in a typical year, a total of 20,000 Class A Units are issued each year collectively to the members of the Board of Managers. However, withassuming the resignationPlan of one ofDissolution will be approved by the Company’s Class A members, the last equity grant to the non-management members of the Board of Managers andwas made effective January 15, 2013-the date of the appointment of a new member to thefirst Board of Managers a total of 25,000 units were issued to members ofmeeting in the Board of Managers in 2010.calendar year. Also reflected in the foregoing table for 20102012 is that each executive officer under the terms of his current employment agreement isthat was in effect in 2012 was to be issued 25,000 Class A Units as of January 15 of each year, beginning as of January 15, 2007, provided he iswas still employed by the Company as of the preceding December 31. TheHowever, the annual unit issuance to each executive officer for the year 2012 was accelerated by fifteen days from January 15, 2013, to December 31, 2012. Under the terms of the executive officers current Transition Employment Agreements that were effective January 1, 2013, the annual equity grant to the executive officers was terminated beginning with calendar year 2013. In addition to the former annual equity grant of Class A Units to the executive officers pursuant to the terms of their respective employment agreement was reviewed by the Company’s Board in 2009 and the Board elected to continue the issuance of units to officers as a part of their compensation. Additionally, Class A Units may be issued to executive officers under the terms of the Executive Officer New Revenue Incentive Participation Plan. Not reflectedIn February 2012 each executive officer was issued 8,898 Class A Units as a bonus for calendar year 2011 under the terms of the Executive Officer New Revenue Incentive Participation Plan. All units that were issued immediately vested. The bonus due for calendar year 2012 under the Executive Officer new Revenue Incentive Plan was calculated and paid all cash in this annual number is the one time grant in April 2009 of restricted units to Messrs. Stoddard, Fawcett, Verhey and Cook.February 2013. The Executive Officer New Revenue Incentive Plan has been terminated beginning with calendar year 2013. For additional information, see “Item 10. Executive Compensation –11. Executive Compensation.”

 

Item 6.SELECTED FINANCIAL DATA

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

[REMAINDER OFOF THISTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-Looking Statements and Projections

This “Management’s Discussion and Analysis of Financial Condition and Results of Operation” should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere within the Report on Form 10-K. Certain statements we make under this Item 7 constitute “forward-looking statements” under the Private Securities Reform Act of 1995. See the discussion under “Forward-Looking Statements” in “Part 1.” preceding “Item 1.—BUSINESS.” You should also consider our forward-looking statements in light of the risks discussed throughout this Report on Form 10-K.

Section 1: Operating Results

Summary Background and Summary of Significant Financial Statement Impact - Impact—Impairment of MRC Investment

Kaiser, including its wholly-owned subsidiaries unless otherwise provided herein, is the reorganized successor to Kaiser Steel Corporation (“KSC”) which was an integrated steel manufacturer. We have been developing certain assets received out of the KSC bankruptcy. Our remaining assets and projects are described in more detail under “Item 1. BUSINESS and Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Section 3. Business Outlook.”

We have sought to develop and then sell our assets at such times and on such terms as we believe will generate maximum value from those assets. To date, we have been able to distribute $12.00$13.50 cash per share and one Class A Unit per shareor unit under the cash maximization strategy that was adopted in 2000. The final implementation of the cash maximization strategy will occur upon the positive resolutionsuccessful sale or disposition of the current adverse federal litigation involving the landfill project and the sale of such project and upon the completion of our exploration and pursuit of theany iron ore andand/or other opportunities at the Eagle Mountain Site. Accordingly, it is anticipated that the completion of development andthe sale of our project and opportunitiesremaining assets as directed by the Liquidation Manager will require significant additional time. Any sale of assets after the members’ vote to dissolve this Company will be directed by the Liquidation Manager. For additional information regarding the cash maximization strategy, please see “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Section 3. Business Outlook.” Accordingly, we currently are in the process of evaluating how best to implement the cash maximization strategy going forward.

WithThe Company had previously recorded impairment adjustments to its investment in MRC as of June 30, 2010 and March 31, 2011; as a result of the status of the Landfill Project the Company’s impairment analysis of its remaining investment in MRC as of December 31, 2012, did not indicate any further impairment as of that date. This conclusion resulted from an evaluation of the estimated fair market value of MRC’s remaining assets, excluding any value for the Landfill Project, which showed that the estimated fair market value of such assets based upon discussions we have had with potential buyers of the assets was at least equal to or greater than the carrying amount of the investment in MRC on our financial statements. Pursuant to GAAP, this analysis is undertaken without considering any discount for risk or the time value of money. Thus, our analysis did not take into account for example the timing on the receipt of any proceeds from the sale of MRC’s assets or the claims that maybe asserted against MRC in its bankruptcy. The previous impairment adjustments resulted from two events impacting the prospects of the Landfill Project. First, the result of the adverse U.S. 9th Circuit Court of Appeals decision in the land exchange litigation involving the landfill projectLandfill Project and second, the denial in July 2010 of further review by the 9th Circuit, we made a determination that the landfill investment was impaired resulting in a determination that a write-down of the carrying amount of the landfill investment was required as of June 30, 2010. The impairment determination and resulting calculation of fair value of the carrying amount of the landfill investment were made utilizing a probability analysis of the remaining options with regard to the landfill project after the denial of the en banc hearing. The total amount of the write-off was $12,504,000

KAISER VENTURES LLC AND SUBSIDIARIES

$12,504,000 which was charged to earnings in the second quarter of 2010. However,Second, on March 28, 2011, the determinationU.S. Supreme Court declined our petition requesting that the Court hear our appeal of the adverse decision of the U.S. 9th Circuit Court of Appeals regarding the previously completed federal land exchange. As a result of this denial our impairment and resulting write-down duringanalysis undertaken at the secondend of the first quarter of 2010 will not impact2011 resulted in an additional write down as of March 31, 2011 of $6,683,000 which was charged to earnings in the purchase price for the landfill project if it is ultimately sold to the District. In connection with the evaluationfirst quarter of our remaining options with respect to the landfill project, it is possible that2011. As a result of these impairments, no additional material write downs of our landfill investment could occur in our financial statements, including, under certain circumstances, a write-down of the investment to zero.MRC costs have been capitalized since June 30, 2010.

KAISER VENTURES LLC AND SUBSIDIARIES

Annual Report on Form 10-K

Kaiser qualifies as a smaller reporting company under SEC rules and under such rules Kaiser is required to include and discuss in this Annual Report on Form 10-K its consolidated balance sheets as of December 31, 2012 and 2011, and its consolidated statements of operations, and cash flows and changes in members’ equity for the years ended December 31, 2010,2012, and 2009.2011. The reader of this Annual Report on Form 10-K is encouraged to read our prior reports filed with the SEC for all of our financial statements for other previous years.filed prior to 2012.

Revenue Sources

Kaiser’s revenues are generally derived from the development of our long-term projects. Income from equity method investments reflects Kaiser’s share of income related to those equity investments (i.e., West Valley MRF)WVMRF, LLC) which we account for under the equity method. As noted elsewhere in this Annual Report on Form 10-K, our 50% indirect ownership interest in WVMRF, LLC was sold as of April 2, 2012, and thus, we no longer have any investments accounted for on the equity method. Revenues are also generated from various miscellaneous sources. Historically, miscellaneous revenue activities have included housing rental income, aggregate and rock sales. During 20092011 and 2010,2012, the Company also generated miscellaneous income at Eagle Mountain from activities such as leasing its fee owned land for media-related activities.

Due to the nature of the Company’s projects and the Company’s recognition of revenues from bankruptcy-related and other non-recurring items, historical period-to-period comparisons of total revenues may not be meaningful for developing an overall understanding of the Company. Therefore, the Company believes it is important to evaluate the trends in the components of its revenues as well as the recent developments regarding its long-term ongoing and interim revenue sources. See “Part 2,II, Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS— Summary Background and Summary of Significant Financial Statement Impact—Impairment of MRC Investment” for a discussion of recent material events affecting the Company’s revenue sources.

Results of Operations

Table summarizing major variances in net lossincome/(loss) between the years ended December 31, 20102012 and 2009:2011:

 

   

2010 vs 2009

(INC. <DEC.>)

 

Income from West Valley MRF, LLC

  $946,000  

Revenues from Eagle Mountain Operations

  $199,000  

Asset Impairment Expense

  $(12,504,000

Non-Capitalized MRC Expenses

  $(451,000

Reduction in Operating & Overhead Expenditures

  $324,000  

Lower Realized and Unrealized Gain on Investments

  $(74,000

Lower realized interest income

  $(98,000

Lower Income tax provision

  $73,000  
   2012 vs 2011 

Major Factors Impacting the Reported Net Income/(Loss)

  

Lower revenues from WVMRF, LLC

  $(1,744,000

WVMRF, LLC sale bonuses

  $(296,000

C & D Unit compensation expense

  $(771,000

Employee severance expense

  $(2,618,000

Lower Non-capitalized MRC expenses

  $190,000  

Increase in operating & overhead expenditures

  $(425,000

Increase in revenues from Eagle Mountain Operations

  $737,000  

Absence of any Impairment Expense in 2012

  $6,683,000  

Gain on sale of WVMRF, LLC member interest

  $20,588,000  

KAISER VENTURES LLC AND SUBSIDIARIES

For more detailed information on the items constituting the major variances above, please read the discussion and analysis of our results of operations and financial condition below.

Analysis of Results for the Years Ended December 31, 20102012 and 20092011

Revenues. Total revenues for 20102012 were $2,149,000,$1,305,000, compared to $1,004,000$2,312,000 for 2009.2011. The reasons for this increasedecrease are discussed below.

Revenues from the Company’s equity method investment, WVMRF, LLC, decreased by $1,744,000 to $391,000 for 2012 as compared to 2011. This decrease is the result of the sale of the West Valley MRF increased by $946,000 to $1,797,000 for 2010 as compared to 2009. This increase is primarily a result of higher

KAISER VENTURES LLC AND SUBSIDIARIES

operating profit at the West Valley MRF, which resulted primarily from higher commodity prices as compared to 2009. This positive impact was enhanced by lower operating and partnership expenses and lower depreciation expenses relating to fully depreciated equipment.on April 2, 2012.

Revenue from Eagle Mountain operations increased to $352,000$914,000 from $153,000$177,000 for 2009.2011. This increase is primarily the result of increased utilizationincreases in the sale of our fee owned property for military training and media activities, as well as, rock and aggregate sales.plus the related sales of water, gas diesel, and tenant rentals to the rock and aggregate purchase.

Operating Costs. Total Operatingoperating expenses increaseddecreased to $14,191,000$2,106,000 from $1,646,000$8,824,000 for 2009.2011. This increasedecrease relates primarily to: (a)to the recording of $12,504,000 infact that there was no asset impairment expense; and (b) $451,000expense recorded during 2012 compared to the asset impairment expense of $6,683,000 during 2011 recorded plus a decrease in non-capitalized MRC expenses related to landfill permitting and development.development of $190,000.

Corporate General and Administrative Expenses. Corporate general and administrative expenses for 20102012 increased 5%98% to $1,893,000$6,161,000 from $1,805,000$3,118,000 for 2009.2011. This increase is primarily related to the costs associated with a corporate severance and restructuring charge of $2,618,000 the purpose of which were incurred for outside capital advisors engaged forwas to establish a reserve covering the possible saleseverance and other obligations to all remaining current leased employees of certain Company assets.Kaiser Ventures LLC.

Net Interest and Investment Income (Loss). Net interest and investment gainincome including Fair Valuefair value adjustments for 20102012 was $337,000$27,000 compared to $509,000$90,000 for 2009.2011. This reduction is primarily the result of a temporary decrease in the “Market Value”market value of the Company’s investments during the year. The fluctuating recovery from the 2008 U.S. credit crisis has caused some of the Company’s commercial paper and other investments to decrease in market value as of December 31, 2010.2012. The Company expects to hold these investments to maturity. Asmaturity; therefore these unrealized losses should be eliminated as of January 1, 2008, the maturity of these investments. The Company has adopted ASC 825,Financial Instruments which permits entities to choose to measure many financial instruments and certain other items at fair value. InvestmentsThe Company’s investments are therefore marked to market and unrealized earnings or losses are reflected in income for the period in which they are earned.

Gain on Sale of Investment in West Valley MRF, LLC. The Company recorded a gain of $20,588,000 from the sale of its 50% interest in WVMRF, LLC on April 2, 2012

Pre-Tax LossIncome/(Loss) and Income Tax Provision(Benefit). The Company recorded a pre-tax lossincome of $13,598,000$13,653,000 for 20102012 versus a pre-tax loss of $1,938,000$9,540,000 for 2009.2011. The Company is taxed as a partnership and, thus, the Company’s results of operations (on an income tax basis) are allocated to the unit holders for inclusion in their respective income tax returns. There are, however, income taxes imposed on the Company and on Business Staffing Inc. (“BSI”), the Company’s only corporate subsidiary; and there is a gross revenue tax imposed by the State of California. The tax provision was a debit of $10,000 in 2012 versus a credit of $61,000$53,000 in 2010 versus a debit of $12,000 in 20092011 due to prior year tax refunds received during 2010 related to prior years. The significant decrease in the tax provision in 2010 is primarily the result of tax refunds received by Business Staffing based on amended returns filed for 2006, 2007 and 2008 for which the Company was able to carry back losses realized in 2009.2011.

Net Loss.Income/(Loss) Attributable to Controlling Interest.For 2010,2012, the Company reported a net lossincome of $11,352,000$13,715,000 or $1.70$1.96 per unit versus a net loss of $1,950,000$8,254,000 or $0.30$1.20 per unit reported for 2009.2011. The increase in net loss per unit in 2010fluctuation is primarily due to a reduction in the recordingamount of the asset impairment expense recorded in 2010.2011 and the gain recorded on the sale of the Company’s indirect 50% ownership interest in WVMRF, LLC in 2012.

KAISER VENTURES LLC AND SUBSIDIARIES

Section 2: Liquidity and Capital Resources

Cash, Cash Equivalents and Investments. We define cash equivalents as highly liquid debt investment instruments with original maturities of 90 days or less. Cash and cash equivalents decreased $697,000increased $3,358,000 to $768,000$4,162,000 at December 31, 2010.2012. Included in cash and cash equivalents is $124,000 held solely for the benefit of MRC at December 31, 2010.2012.

KAISER VENTURES LLC AND SUBSIDIARIES

Below is a table showing the major changes in cash during 2010:2012:

 

Distributions received from the West Valley MRF

  $1,250,000  

Proceeds from the sale of Short Term Investments

   415,000  

Reduction in Restricted Cash

   253,000  

Realized and Unrealized Gain on Investment

   32,000  

Net increase in other current assets/liabilities

   (148,000

Cash Used in Operations

   (2,189,000

Capitalized Landfill Expenditures

   (310,000
     

Net Decrease in Cash and Equivalents

  $(697,000
     

Cash Distributions received from the West Valley MRF

  $750,000  

Net short term investment activity

   (5,826,000

Increase in restricted cash

   (31,000

Net increase in other current assets/liabilities

   (61,000

Proceeds from sale of the West Valley MRF

   25,769,000  

Class A Unit Distribution

   (10,326,000

Cash used in all other operations

   (6,917,000
  

 

 

 

Net Increase in Cash and Equivalents

  $3,358,000  
  

 

 

 

Working Capital. During 2010,2012, current assets decreased $1,476,000increased $9,111,000 to $6,801,000,$13,523,000, while current liabilities increased $97,000$516,000 to $1,980,000.$2,747,000. As a result working capital decreasedincreased by $1,573,000$8,595,000 to $4.8$10.8 million at December 31, 2010.2012.

Below is a table showing the major changes in working capital.

 

Changes in Current Assets

  

Decrease in Consolidated Cash

  $(697,000

Decrease in Accounts Receivable and Other Net

   (36,000

Decrease in Short Term Investments

   (415,000

Decrease in Tax Receivable

   (75,000

Decrease in Restricted Cash

   (253,000

Changes in Current Liabilities

  

Decrease in Payables

   33,000  

Increase in Taxes Payable

   (8,000

Increase in Accrued Liabilities

   (122,000
     

Net Decrease in Working Capital

  $(1,573,000
     

Changes in Current Assets

  

Increase in consolidated cash

  $3,358,000  

Increase in accounts receivable and other net

   170,000  

Increase in short term investments

   5,551,000  

Increase in restricted cash

   32,000  

Changes in Current Liabilities

  

Decrease in payables

   207,000  

Increase in accrued liabilities

   (723,000
  

 

 

 

Net Increase in Working Capital

  $8,595,000  
  

 

 

 

Short-Term Investments. During 2010,2012, short-term investments decreasedincreased by $415,000.$5,551,000. This is the result of the saleretention and investment of a portion of the proceeds from the sale of the Company’s investmentsinterest in the WVMRF, LLC to provide for future cash for operations.requirements. At December 31, 2010,2012, the Company had $4.1$8.3 million of its excess cash reserves invested in short term investments.

Investments. The Company’s recording of $1,797,000$391,000 relating to its share of income from its investment in the West Valley MRFWVMRF, LLC was offset by the receipt of cash distributions from the West Valley MRFWVMRF, LLC totaling $1,250,000.$750,000. This resulted in a $547,000 increase$359,000 decrease in the Company’s investment in the West Valley MRF.WVMRF, LLC. In addition, on April 2, 2012, the Company sold its 50% interest in WVMRF, LLC for $25.8 million and recorded a gain of $20.6 million. These transactions reduced the Company’s investment in WVMRF, LLC to zero as of April 2, 2012.

There was no change in our investment in the Eagle Mountain Landfill increased $311,000 during 2010 due to continuing landfill development activities which were capitalized. However, it was determined that2012. As of December 31, 2012 the balance of this investment was impaired and an impairment expense was recorded in the amount of $12,504,000, which coupled with the capitalized expenses mentioned previously reduced the investment by $12,193,000 to $20,526,000 at December 31, 2010.is $13,843,000. Currently our ownership interest in MRC is 83.13%84.247%.

Other Assets. There was a decrease in other assets of $345,000$310,000 which is the result of the amortization of the environmental insurance policy of $300,000 and depreciation of buildings and equipment of $13,000, which were partially offset by an increase in accumulated depreciation asrefundable deposits of December 31, 2010 of $25,000 and the write-off of a fully depreciated vehicle at Eagle Mountain of $20,000.$4,000.

KAISER VENTURES LLC AND SUBSIDIARIES

Environmental Remediation. The Company purchased, effective June 30, 2001, a 12-year $50 million insurance policy, which is expected to cover substantially any and all environmental claims (up to the $50 million policy limit) relating to the historical operations of the Company. This policy terminates on June 30, 2013, bust such policy will continue to be available for claims made on or before June 30, 2013. As of December 31, 2009,2012, based upon current information, we estimate that our future environmental liability related to certain matters and risks not assumed by CCG Ontario, LLC, a subsidiary of Catellus Development Corporation, a New York Stock Exchange company, in its purchase of the Mill Site Property (August 2000) (Catellus Development Corporation merged with and into Palmtree Acquisition Corporation, a

KAISER VENTURES LLC AND SUBSIDIARIES

subsidiary of ProLogis on September 15, 2005), including a certain groundwater matter as well as potential matters at Eagle Mountain and at other historical locations and other possible third party claims, would be approximately $2.7$2.3 million for which a reserve has been established. In the event a claim for damages is filed against the Company that relates to this reserve, management believes that the claim may be covered by such insurance depending upon the nature and timing of the claim.

Minority Interest. As of December 31, 2010,2012, the Company has recorded $3,136,000$1,985,000 of non-controlling interest relating to the approximately 16.85%15.753% ownership interest in MRC the Company does not own.

Contingent Liabilities. The Company has contingent liabilities more fully described above and in the notes to the financial statements.

MRC Bankruptcy. On October 30, 2011, MRC filed a voluntary petition relief under Chapter 11 of the U.S. Bankruptcy Code. MRC continues to operate as a debtor in possession. MRC’s bankruptcy is not currently expected to have a material direct adverse result on Kaiser except that Kaiser will incur attorneys’ fees and costs as a result of the bankruptcy and Kaiser may elect to become a debtor in possession lender to MRC to provide the funds necessary to complete the bankruptcy process.

Capital Resources. Kaiser expects that its current cash balances and short-term investments together with cash generated from the sale of the West Valley MRF, note receivables and any future asset sales will be sufficient to satisfy the Company’s ongoing projected operating cash requirements through its proposed liquidation and dissolution.

Member Income Taxes

As a result of the Company’s sale of its 50% interest in the West Valley MRF, LLC in April 2012, the Company received net proceeds of $25,406,000 or $3.63 per unit and recorded a gain of approximately $20,588,000 pr $2.94 per unit. Because the Company had to retain a majority of the net proceeds generated by the sale to fund projected and potential future liabilities and obligations of the Company as required by law, the Company distributed approximately $10,326,000 or $1.50 per unit in cash. Each member of the Company will be allocated a taxable capital gain for 2012 in excess amount received in cash distributions in 2012. However, it is expected that the cash distributed will be in excess of the income taxes due in connection with allocated taxable gain, even before considering the possible application of previously suspended losses for income tax purposes, which may have been accumulated from prior years.Since the Company cannot provide tax advice to its members, each member is strongly encouraged to contact their personal tax accountants in order to determine the specific impact that the above sale may have on their taxable income for 2012

Critical Accounting Policies

The Company’s accounting policies are more fully described in the Notes to the Financial Statements.

The Company believes the following critical accounting policies, which comply with the Accounting Standards Codification (“ASC”), are important to the portrayal of the Company’s financial condition and results.

Investments. The Company accounts for investments under Section 320-10 of the ASC. The Company invests its’ excess cash reserves in high grade commercial paper (Standard & Poor’s rating of “A”“BBB” or above), and U.S. government bonds which it classifies as “available-for-sale” and which are recorded at the purchase price of the security plus or minus the discount or premium paid. Investments are marked to market and unrealized earnings are reflected in income for the period in which they are earned. Due to the current U.S. credit crisis, the fair value of the Company’s commercial paper investments havehas fluctuated significantly. However, the Company expects to hold these investments to maturity, thereby mitigating any unknown fluctuations in fair value.

Investment in West Valley MRF, LLC. The Company accounts for its investment in West Valley MRF, LLC, the owner of West Valley MRF, underutilizes the equity method of accounting becausefor its investment in WVMRF, LLC. Under this method, the Company’s share of the net income of WVMRF, LLC is reflected as income increases the record amount of the Company’s 50% non-controlling ownership interest. Our 50% non-controlling interest is held through our wholly-owned subsidiary, Kaiser Recycling, LLC.investments. Distributions received from WVMRF, LLC are reflected as a reduction to the Company’s investments. The Company’s investment in WVMRF, LLC was sold on April 2, 2012.

KAISER VENTURES LLC AND SUBSIDIARIES

Landfill Permitting and Development. Through its 83.13% interestMRC, in MRC,which the Company owns 84.247%, has been developing, for sale to a municipal entity or operating company, its property known as the Eagle Mountain Site in the California desert for use as a rail-haul municipal solid waste landfill. Pursuant to Section 970-10 of the ASC, capitalizable landfill site development costs were capitalized at cost and will be expensed when management determines that the capitalized costs provide no future benefit. However, as discussed in more detail above, and effective as of June 30, 2010, there was a determination of impairment of the investment in MRC which resulted in an initial write-down of the carrying amount of such investment in our financial statements.statements as of June 30, 2010. With the determination that an impairment existsexisted as of June 30, 2010, no further MRC costs have been or will be capitalized.

Environmental Insurance and Environmental Remediation Liabilities. The Company’s $3.8 million premium for the prospective insurance policy, which was reduced by a refund from the insurance carrier, is capitalized as a long-term asset and is being amortized on a straight-line basis over the twelve (12) year term of the policy. To the extent a pre-existing liability has not been recorded, claims made for environmental matters are recorded as litigation accruals in the Company’s consolidated financial statements pursuant to Section 450-10 of the ASC when it becomes probable that a loss has been incurred and the amount of such loss can be reasonably estimated. Claims accepted by the insurance company

KAISER VENTURES LLC AND SUBSIDIARIES

pursuant to coverage under the policy are recorded as insurance receivables when coverage is accepted and the amount to be paid by the insurance company can be reasonably estimated.

Revenue Recognition. Revenues are recognized when the Company has completed the earnings process and an exchange transaction has taken place.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Conditional Asset Retirement Obligations. The Company accounts for certain asset retirement obligations at Eagle Mountain pursuant to Section 740-20 of the ASC. Based upon currently available information, the Company estimated during 2005 that the conditional asset retirement obligations related to possible future abatement for asbestos-containing products in certain of the viable structures at Eagle Mountain would approximate $1.2 million. Pursuant to the ASC 410 requirements, the Company increased its environmental reserve as of December 31, 2005 by $1.2 million to account for these conditional obligations and increased the carrying amount of the associated structures at Eagle Mountain by a comparable amount. This increased cost basis was depreciated over the estimated time that such assets were expected to be owned by the Company, approximately 4 years. Therefore, as of December 31, 2009, these assets have beenwere fully depreciated.

Long-Lived Assets. In accordance with Section 410-20 of the ASC, long-lived assets are evaluated for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Uncertain Tax Benefits.The Company adopted Financial Standards Board (FASB) Accounting Standards Codification ASC 740,Income Taxes, formerly Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”), which is an interpretation of Initial Measurement topic of FASB ASC 740-10-30 effective January 1, 2007. Adoption of FIN 48 will have no impact on the Company’s financial statements.

Fair Value Measurements. Effective January 1, 2008, theThe Company adoptedaccounts for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosure of Financial Standards Board (FASB) Accounting Standards Codification ASC 820-10-05Disclosures, which provides guidance for usingdefines fair value, to measure assets and liabilities and information about the extent to which company’s measure assets and liabilities at fair value. FASB ASC 820-10-05 also expands financial statement disclosure requirements aboutestablishes a company’s use offramework for measuring fair value measurements, includingin GAAP and requires certain disclosures about fair value measurements. In general, fair values determined by Level 1 use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for the effect of such measures on earnings. The adoption of FASB ASC 820-10-05 did not have a material impact onasset or liability and include situations where there is little, if any, market activity for the Company’s consolidated financial statements.asset or liability.

As noted above, effective January 1, 2008,The Company has elected to use the Company adopted Fair Value Option Topic of Financial Standards Board (FASB) Accounting Standards Codificationin accordance with ASC 825-10-05825-10, which permits entitiesthe Company to choose to measure many financial instruments, such as its short-term and long-term investments, and certain other items at fair value. This Statement expanded the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. The adoption of SFAS 159 did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements

In January 2010, the FASB issued an amendment to require new disclosures for fair value measurements and provide clarification for existing disclosure requirements. More specifically, this update requires (a) an entity to disclose separately the amounts of significant transfers in and out of

KAISER VENTURES LLC AND SUBSIDIARIES

 

Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The Company adopted this standard at the beginning of its 2010 fiscal year and it did not have a material impact on the Consolidated Financial Statement note disclosures.

In June 2009, the FASB issued a new standard that changed the definition of a variable interest entity (“VIE”), contained new criteria for determining the primary beneficiary of a VIE, required enhanced disclosures to provide more information about a company’s involvement in a VIE and increased the frequency of required reassessments to determine whether a company is the primary beneficiary of a VIE. The adoption of this standard at the beginning of the fiscal 2010 had no impact on the Company’s financial position, results of operations or cash flows.

Section 3: Business Outlook

The statements contained in this Business Outlook, as well as in “Part I, Item 1. BUSINESS”, are based upon current operations and expectations. In addition to the forward-looking statements and information contained elsewhere in this Annual Report on Form 10-K, these statements are forward-looking and, therefore, actual results may differ materially. See the Company’s disclosure regarding forward-looking statements in the section entitled “Forward-Looking Statements” above.

Ongoing Operations. As noted above, our revenues from ongoing operations have, in the past, generally been derived from the performance of our major long-term development projects and investments. We have previously sold most of our projects and investments. Our principal remaining assets and projects, other than cash and securities, are: (i) our 84.247% ownership interest in the MRC the developer of the landfill project;MRC; (ii) our 50% equity ownership of the West Valley MRF; (iii) hundreds of millions of tons of rock and mineral resources (primarily iron ore) at the Eagle Mountain Site; and (iii) miscellaneous assets such as our land at Lake Tamarisk. Additionally, we continue to analyze the issues raised by the proposed hydro-electric pumped storage project at the Eagle Mountain Site including the possibility of ECEC attempting to take our property by eminent domain. We have no material ongoing operations except in connection with such assets and projects. Our principal sources of ongoing income are derived from the West Valley MRF, our investments and from miscellaneous income generated at the Eagle Mountain Site. We will continue to evaluate our remaining assets, projects, activities and investments in light of how to best provide maximum value to our members. In regard

Proposed Dissolution of the Company. On January 15, 2013, the Company’s Board of Managers approved the dissolution and liquidation of the Company pursuant to the West Valley MRF,Plan of Dissolution and approved the most significant factors affecting our future equity income will continueNew Operating Agreement for the Company, both of which remain subject to depend upon: (i)approval by the abilityCompany’s Class A members. The Board of Managers has concluded that it is in the best interests of the West Valley MRFCompany and its members to retain customersdissolve and waste volumes at attractive processing rates; (ii) recyclable commodity prices; (iv)liquidate as the ability to increase prices to reflect any increasesfinal step in such items as transportation, labor and disposal costs; and (iv) future competition from competing facilities. Due toimplementing the adverse economic conditions and other factors, commodity prices, starting in the third quarter of 2008, declined dramatically. Beginning during the second quarter of 2009 and continuing into 2010 we have seen a strong improvement in commodity prices but such prices are still below the prices at which such commodities were being sold at their peak in 2008. Additionally, the West Valley MRF is continuing the process of evaluating possible waste-to-energy and composting projects that might be capable of utilizing a portion of the municipal solid waste received at the facility. Finally, as part of our cash maximization strategy, we intend to evaluate any potential offers to purchase our interest in West Valley or other alternatives in light of our primary objective of maximizing value. West Valley currently generates more than sufficient cash flow to fund its cost of operations and does not require additional investment by us.Company’s

KAISER VENTURES LLC AND SUBSIDIARIES

 

Furthermore, even thoughpreviously approved cash maximization strategy. The Company plans on selling its remaining assets, discharging or making adequate provision for its known and contingent liabilities and distributing the net liquidation proceeds, if any, in one or more future distributions from West Valley MRF continue to members. However, there could be impactedno further distributions to members if our remaining assets are sold for substantially less than we currently anticipate and/or if liquidation expenses and actual and contingent liabilities are higher that we current understand and estimate. Accordingly, we are not able to predict with certainty the precise nature, amount or timing of any future distributions, primarily due to our inability to predict (i) the amount of our remaining liabilities, (ii) the duration of the liquidation process and the amount that we will expend during the course of the liquidation, or (iii) the net value, if any, of our remaining non-cash assets. A firm timetable for any interim or final distributions to the Company’s members has not been established. If the Plan of Dissolution is approved by the adverse economic recessionCompany’s members, the members of the Board of Managers will resign and the slow economic recovery, West Valley should continueLiquidation Manager will assume sole management of the Company and will be responsible for all decisions thereafter. The target date to generate cash distributionscomplete dissolution is June 30, 2014, but that date could be extended to cover a portion of Kaiser LLC’s foreseeable general and administrative costs.December 31, 2014, or beyond by the Liquidation Manager.

Pending SaleMine Reclamation, LLC. We own an 84.247% ownership interest in Mine Reclamation, LLC, (referred to as MRC), which has been seeking to develop a rail-haul municipal solid waste landfill at a property called the Eagle Mountain Site located in the California desert (the “Landfill Project”). On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC continues to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. The Landfill Project has been the subject of intense litigation in federal court over the course of more than ten years regarding the validity of a land exchange with the U.S. Bureau of Land Management (“BLM”). The land exchange is central to the development of the Landfill Project as permitted. On March 28, 2011, the U.S. Supreme Court denied the request of MRC for further review of the prior decision of the U.S. 9th Circuit Court of Appeals that had been adverse to the position of MRC and the BLM. Thus, the previous federal land exchange litigation is now final and concluded as there is no further right of appeal. Although the matter has been remanded to the BLM for further proceedings in accordance with the decision of the U.S. 9th Circuit Court of Appeals, there is no pending litigation and no current plan or process being undertaken by MRC to “fix” the land exchange since MRC does not have the funds or wherewithal to pursue such an objective. Additionally, Kaiser has decided that it will not make further investments in MRC to fund a “fix” of the land exchange. For additional information on the federal land exchange litigation see below in “Item 1. BUSINESS - Mine Reclamation and Eagle Mountain Landfill Project. As discussed in more detailed in “Part I, Item 1. BUSINESS—Eagle Mountain Landfill - Historical Project Litigation.” Further, MRC and Pending Sale,” in August 2000, MRCthe County Sanitation District No. 2 of Los Angeles County (the “District”) had entered into that certainan Agreement Forfor Purchase and Sale of Real Property and Related Personal Property Inin Regard To Theto the Eagle Mountain Sanitary Landfill Project and Joint Escrow Instructions (“on August 9, 2000 (the “Landfill Project Sale Agreement”). The closing date under the Landfill Project Sale Agreement”)Agreement had been extended numerous times since December 31, 2000, pursuant to written extension agreements between MRC and the District. Under each of those extension agreements, the District had the right to either purchase the Landfill Project in its “as is” condition or to terminate its Landfill Project Sale Agreement with MRC. The last extension of the closing date under the Landfill Project Sale Agreement was set to expire on October 31, 2011. The then Chief Engineer and General Manager of the District had indicated that the District was not intending to proceed with the District. In summary,purchase of the landfill project (which includes our royalty payments under the MRC Lease) is under contract to be sold toLandfill Project. He later communicated that the District for $41 million plus an estimated approximate $8.8 millionwould be purchasing the Landfill Project on October 31, 2011. The District subsequently repudiated in accrued interest from May 2001writing the terms of the last extension agreement, and threatened to sue MRC to, among other things, compel MRC, at MRC’s sole expense and risk, to further proceed with the date of this Annual Report on Form 10-K. Kaiser’s equity interest in MRC is currently 83.13%.

Assuming there is a salepermitting of the landfill project, $41 millionwhich would involve substantial additional financial resources and time, neither of the total purchase price will be deposited into an escrow accountwhich MRC has. Thus, MRC filed for bankruptcy protection on October 30, 2011, in federal bankruptcy court in Riverside County, California in order to preserve and will be released when any litigation contingencies are fully resolved. As of the date of this Report, the only litigation contingency is the federal litigation challenging the completed federal land exchange. We have lost the federal land exchange litigation both at the U.S. District Court levelprotect its assets and at the U.S. 9th Circuit Court of Appeals level. We have petitioned the U.S. Supreme Courtoptions with respect to review the adverse 9th Circuit Court of Appeals decision but the acceptance or rejection of such appeal is completely discretionary with the U.S. Supreme Court. This adverse federal litigation if not favorable resolved through the U.S. Supreme Court or by addressing the remaining issues identified in the federal litigation appropriate supplanted environmental and other documentation through the BLM (i.e., a “fix”) materially impacts the viability of the landfill project as a continuing project. In addition, the adverse decision could adversely impact the agreement to sell the landfill project to the District, including termination of the agreement if such litigation is not positively resolved. If there is no successful U.S. Supreme Court Appeal, we will likely need to further write down our landfill investment. If the U.S. Supreme Court Appeal is not successful, we may pursue a fix through the BLM and we are currently evaluating the time and cost of such fix strategy. For a more detailed discussion of this litigation and the risks associated with this litigation, see “Item 3. LEGAL PROCEEDINGS—Eagle Mountain Landfill Project Land Exchange Litigation.” Although closing has not occurred, interest began to accrue on this portion of the purchase price in May 2001.assets.

KAISER VENTURES LLC AND SUBSIDIARIES

Mill Site Property. The only remaining Mill Site Property indirectly owned by the Company is an approximate five acre parcel referred to as the Tar Pits Parcel.Parcel that is owned by Kaiser Recycling, LLC, a wholly-owned subsidiary of the Company. A substantial portion of the Tar Pits Parcel was leased to WVMRF, LLC for a period of 50 years beginning in the second quarter of 2012. CCG substantially completed the environmental remediation of this parcel pursuant to the terms of its agreement during 2002. The West Valley MRF has the right to purchase the Tar Pits Parcel for $1.00.

Cash Maximization Strategy and Our Current Projects and Activities. In September 2000, Kaiser Inc.’s Board of Directors approved a strategy to maximize the cash distributed to Kaiser Inc.’s stockholders. In implementing the cash maximization strategy, during 2000 and 2001, we undertook a series of asset sale transactions and other activities which allowed us to distribute a total of $12.00 per share in cash to Kaiser Inc.’s stockholders. The final implementation of the cash maximization strategy will occur upon the positive resolution of the adverse federal litigation regarding the landfill project and the sale of such project and upon completion of the evaluation and pursuit of possible mineral resource opportunities at the Eagle Mountain Site. Accordingly, we currently are in the process of evaluating how best to implement the cash maximization strategy going forward. A final decision will not be made until we know the outcome of our request to have the U.S. Supreme Court further review the existing adverse landfill decision, a final determination of the time and expense required to address the remaining issues resulting from the land exchange litigation through the BLM and an evaluation of the iron ore and other possible opportunities that may be available at the Eagle Mountain Site is completed. As previously discussed in more detail in the Report Form 10-K we are currently:

KAISER VENTURES LLC AND SUBSIDIARIES

Seeking to resolve the outstanding federal litigation in connection with the federal land exchange for the landfill project and complete the sale of such project. However, as discussed in this Annual Report on Form 10-K, to date, we have lost the land exchange litigation at the U.S. District Court level and at the U.S. 9th Circuit Court of Appeals. We are seeking further review of such decision by the U.S. Supreme Court but acceptance of such review is completely discretionary with the Supreme Court. If the U.S. Supreme Court does not hear our appeal, we are evaluating the time and money necessary to pursue a fix through the BLM. This fix process would ultimately include the federal courts reviewing the adequacy of the fix. A fix through the BLM and the likely court review would take several years once the fix is formally initiated. Due to the current results of the federal litigation and if there is not a successful fix through the BLM, it is a possible that there ultimately may not be a viable landfill project;

Seeking to expand the revenue opportunities and reduce costs for the West Valley MRF. Thus, the West Valley MRF is exploring possible new projects such as a waste to energy project, composting, an expansion of the construction and debris handling area and the possible installation of a small solar facility for the benefit of the West Valley MRF;

With the large amount of iron ore reserves at Eagle Mountain and with the current high market prices for minerals, including for iron ore, we are aggressively pursuing possible mineral opportunities. In this regard, the Company has retained an investing banking and advisory firm to assist it in exploring possible opportunities and transactions with regard to the mineral resources;

We are continuing to explore available markets for the millions of tons of rock stockpiled at the Eagle Mountain Site;

In addition to the mineral and rock opportunities we are exploring at Eagle Mountain, we are exploring what additional items could be developed at Eagle Mountain, including the possible sale of water that was historically used in conjunction with the town and mining operations at Eagle Mountain to the extent not necessary for the landfill project and the resumption of iron ore mining. Additionally, we continue to seek other possible uses for the approximate 5,400 acres we own or control at Eagle Mountain that are not a part of the landfill project;

We are continuing to seek to sell the Company’s other miscellaneous assets, such as our Lake Tamarisk property; and

We are also analyzing the issues created by the proposed hydro-electric pumped storage project at the Eagle Mountain Site including the threat of taking our property by eminent domain.

The Company currently expects a liquidating event for its members once the cash maximization strategy is completed but it is currently anticipated that such strategy will not be completed until the currentCompany’s projects and assets are completedsold and soldMRC’s bankruptcy resolved which may be a significant amount of additional time.

Corporate Overhead. Given our current assets and projects, it is unlikely that we will be able to further reduce personnel and corporate overhead in the near future. However, if the Dissolution Plan is adopted by the Company’s members and as we divest our remaining assets, we intend to further reduce corporate staffing and overhead to reflect the reduced requirements of our remaining operations and projects. The costs of such reductions shall be recorded at the time the decision to make such reductions is made by the Company.

Capital Resources. Kaiser expects that its current cash balances and short-term investments together with cash generated from the West Valley MRF, note receivables and any future asset sales will be

KAISER VENTURES LLC AND SUBSIDIARIES

sufficient to satisfy the Company’s ongoing projected operating cash requirements. However, significant additional funds will be necessary to complete all of our current projects.

 

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEXTO CONSOLIDATED FINANCIAL STATEMENTS

  PAGE 

Report of Independent Registered Public Accounting Firm

   3938  

Consolidated Balance Sheets as of December 31, 20102012 and 20092011

   4039  

Consolidated Statements of Operations for the years ended December 31, 20102012 and 20092011

   4241  

Consolidated Statements of Cash Flows for the years ended December 31, 20102012 and 20092011

   4342  

Consolidated Statements of Changes in Members’ Equity for the years ended December  31, 20102012 and 20092011

   4443  

Notes to Consolidated Financial Statements

   4544  

[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and Board of Managers of Kaiser Ventures LLC

We have audited the accompanying consolidated balance sheets of Kaiser Ventures LLC and subsidiaries as of December 31, 20102012 and 20092011, and the related consolidated statements of operations, members’ equity and cash flows for each of the years in the two-year period ended December 31, 2010.then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kaiser Ventures LLC and subsidiaries as of December 31, 20102012 and 2009,2011, and the consolidated results of its operations and its cash flows for each of the years in the two-year periodthen ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ Moss Adams LLP

Irvine, California

March 16, 20118, 2013

KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

as of December 31

 

  2010   2009   2012   2011 

ASSETS

        

Current Assets

        

Cash and cash equivalents

  $768,000    $1,465,000    $4,162,000    $804,000  

Accounts receivable and other, net of allowance for doubtful accounts of $37,500

   115,000     151,000  

Accounts receivable and other, net of allowance for doubtful accounts of $38,000.

   325,000     155,000  

Short-term investments

   4,121,000     4,536,000     8,254,000     2,703,000  

Income tax receivable

   —       75,000  

Restricted cash and cash equivalents:

        

Pledged for LOCs

   750,000     1,190,000     782,000     750,000  

Contribution to Company SERP

   1,047,000     860,000  
          

 

   

 

 
   6,801,000     8,277,000     13,523,000     4,412,000  

Long-Term Assets

    

Eagle Mountain landfill investment

   20,526,000     32,719,000  
  

 

   

 

 

Long-term investments

   203,000     —    
  

 

   

 

 

Eagle Mountain investment

   13,843,000     13,843,000  
  

 

   

 

 

Investment in West Valley MRF

   5,191,000     4,644,000     —       5,526,000  
  

 

   

 

 

Land

   2,465,000     2,465,000     2,465,000     2,465,000  
  

 

   

 

 

Other Assets

        

Unamortized environmental insurance premium

   750,000     1,050,000     150,000     450,000  

Refundable deposits

   27,000     24,000  

Buildings and equipment (net)

   354,000     400,000     323,000     336,000  
          

 

   

 

 
   1,104,000     1,450,000     500,000     810,000  
          

 

   

 

 

Total Assets

  $36,087,000    $49,555,000    $30,534,000    $27,056,000  
          

 

   

 

 

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

KAISER VENTURES LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

as of December 31

 

  2010   2009   2012   2011 

LIABILITIES AND MEMBERS’ EQUITY

        

Current Liabilities

        

Accounts payable

  $61,000    $94,000    $206,000    $413,000  

Conversion distribution payable

   1,190,000     1,190,000     1,190,000     1,190,000  

Accrued liabilities

   729,000     599,000     1,351,000     628,000  
          

 

   

 

 
   1,980,000     1,883,000     2,747,000     2,231,000  
          

 

   

 

 

Long-term Liabilities

        

Accrual for MRC railroad casualty loss

   4,338,000     4,338,000     4,338,000     4,338,000  

Accrual for Eagle Mountain Townsite cleanup

   2,340,000     2,340,000     2,340,000     2,340,000  

Accrual for environmental remediation

   2,733,000     2,789,000  

Environmental remediation reserve

   2,316,000     2,705,000  

Other accrued liabilities

   255,000     261,000     250,000     250,000  
          

 

   

 

 
   9,666,000     9,728,000     9,244,000     9,633,000  
          

 

   

 

 

Total Liabilities

   11,646,000     11,611,000     11,991,000     11,864,000  
          

 

   

 

 

Commitments and Contingencies

        

Members’ Equity

        

Class A units; issued and outstanding at December 31, 2010
6,709,023, at December 31, 2009 6,611,025

   21,305,000     32,622,000  

Class A units; issued and outstanding at December 31, 2012 7,076,806, at December 31, 2011 6,956,212

   16,558,000     13,135,000  

Class B units; issued and outstanding 751,956

   —       —       —       —    

Class C units; issued and outstanding 872

   —       —       —       —    

Class D units; issued and outstanding 128

   —       —       —       —    
          

 

   

 

 
   21,305,000     32,622,000     16,558,000     13,135,000  

Equity attributable to noncontrolling interest

   3,136,000     5,322,000     1,985,000     2,057,000  
          

 

   

 

 

Total Members’ Equity

   24,441,000     37,944,000     18,543,000     15,192,000  
          

 

   

 

 

Total Liabilities and Members’ Equity

  $36,087,000    $49,555,000    $30,534,000    $27,056,000  
          

 

   

 

 

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

for the Years Ended December 31

 

  2010 2009   2012 2011 

Revenues

      

Income from equity method investment in the West Valley MRF, LLC

  $1,797,000   $851,000    $391,000   $2,135,000  

Eagle Mountain revenues

   352,000    153,000     914,000    177,000  
         

 

  

 

 

Total revenues

   2,149,000    1,004,000     1,305,000    2,312,000  
  

 

  

 

 

Operating Costs

      

Environmental insurance premium amortization

   300,000    300,000     300,000    300,000  

Eagle Mountain Landfill investment impairment expense

   12,504,000    —    

Impairment of Eagle Mountain landfill investment

   —      6,683,000  

Non-capitalized MRC expenses

   451,000    —       456,000    646,000  

Expenses related to Eagle Mountain

   936,000    1,346,000     1,350,000    1,195,000  
         

 

  

 

 

Total resource operating costs

   14,191,000    1,646,000  

Total operating costs

   2,106,000    8,824,000  
         

 

  

 

 

Gross (Loss) Income

   (12,042,000  (642,000

Gross Loss

   (801,000  (6,512,000

Corporate General and Administrative Expenses

      

Employee severance expenses

   2,618,000    —    

Other corporate general and administrative expenses

   3,543,000    3,118,000  
  

 

  

 

 

Total corporate and administrative expenses

   1,893,000    1,805,000     6,161,000    3,118,000  
         

 

  

 

 

Loss from Operations

   (13,935,000  (2,447,000   (6,962,000  (9,630,000

Fair Value Adjustments of Available for Sale Securities

   220,000    226,000     (72,000  (55,000

Net Interest and Investment Income

   117,000    283,000     99,000    145,000  

Gain on sale of West Valley MRF, LLC Member interest

   20,588,000    —    
         

 

  

 

 

Loss before Income Tax Provision and allocation of non-controlling interest

   (13,598,000  (1,938,000

Income Tax (Benefit) Provision

   (61,000  12,000  

Income (Loss) before Income Tax Provision (Benefit) and allocation of noncontrolling interest

   13,653,000    (9,540,000

Income Tax Provision (Benefit)

   10,000    (53,000
         

 

  

 

 

Net Loss before allocation of non-controlling interest

  $(13,537,000 $(1,950,000

Net Income (Loss) before allocation of noncontrolling interest

  $13,643,000   $(9,487,000

Net Loss attributable to noncontrolling interest

  $(72,000 $(1,233,000
         

 

  

 

 

Net Loss attributable to non-controlling interest

  $(2,185,000 $—    

Net Income (Loss) attributable to controlling interest

  $13,715,000   $(8,254,000
         

 

  

 

 

Net Loss attributable to controlling interest

  $(11,352,000 $(1,950,000

Basic Income/(Loss) Per Unit

  $1.96   $(1.20
         

 

  

 

 

Basic Loss Per Unit

  $(1.70 $(0.30
       

Diluted Loss Per Unit

  $(1.70 $(0.30

Diluted Income/(Loss) Per Unit

  $1.96   $(1.20
         

 

  

 

 

Basic Weighted Average Number of Units Outstanding

   6,692,000    6,585,000     6,997,000    6,854,000  

Diluted Weighted Average Number of Units Outstanding

   6,692,000    6,585,000     6,997,000    6,854,000  

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the Years Ended December 31

 

   2010  2009 

Cash Flows from Operating Activities

   

Net loss

  $(11,352,000 $(1,950,000

Adjustments to reconcile net loss to net cash used by operating activities:

   

Non-Controlling interest in net loss

   (2,186,000  —    

Investment impairment expense

   12,504,000    —    

Net realized and unrealized gain on investments

   (220,000  (291,000

Change in West Valley MRF, LLC

   

Equity income recorded

   (1,797,000  (851,000

Cash distributions received

   1,250,000    1,250,000  

Depreciation and amortization

   345,000    692,000  

Class A Units / stock-based compensation expense

   34,000    97,000  

Changes in assets:

   

Accounts Receivable- and other

   111,000    (20,000

Changes in liabilities:

   

Accounts payable and accrued liabilities

   98,000    (100,000

Environmental remediation expenditures

   (61,000  (20,000
         

Net cash flows (used in) operating activities

   (1,274,000  (1,193,000
         

Cash Flows from Investing Activities

   

Purchase of investments

   (1,590,000  (13,122,000

Sale of investments

   2,477,000    15,091,000  

Capital (acquisitions) dispositions

   1,000    (25,000

Capitalized landfill expenditures

   (311,000  (387,000
         

Net cash flows provided by investing activities

   577,000    1,557,000  
         

Cash Flows from Financing Activities

   

Purchase of units

   —      (10,000

Purchase of units pursuant to tender offer

   —      (6,000
         

Net cash flows (used in) financing activities

   —      (16,000
         

Net Decrease (Increase) in Cash and Cash Equivalents

   (697,000  348,000  

Cash and Cash Equivalents at Beginning of Year

   1,465,000    1,117,000  
         

Cash and Cash Equivalents at End of Year

  $768,000   $1,465,000  
         

Supplemental Disclosure of Cash Flow Information

   
   2010  2009 

Cash paid during the year for income taxes

  $6,500   $13,200  
   2012  2011 

Cash Flows from Operating Activities

   

Net Income (Loss)

  $13,643,000   $(9,487,000

Adjustments to reconcile net income (loss) to net cash used in operating activities:

   

Impairment of Eagle Mountain investment

   —      6,683,000  

Net realized and unrealized (gain) loss on investments

   72,000    75,000  

Equity income recorded from WVMRF, LLC

   (391,000  (2,135,000

Cash distributions received from WVMRF, LLC

   750,000    1,800,000  

Gain on sale of WVMRF, LLC member interest

   (20,588,000  —    

Depreciation and amortization

   313,000    318,000  

Class A Units / stock-based compensation expense

   35,000    85,000  

Changes in assets:

   

Accounts receivable and other

   (173,000  (64,000

Changes in liabilities:

   

Accounts payable and accrued liabilities

   501,000    245,000  

Environmental remediation deposit for Tar Pits Escrow

   (363,000  —    

Environmental remediation expenditures

   (26,000  (28,000
  

 

 

  

 

 

 

Net cash flows used in operating activities

   (6,227,000  (2,508,000
  

 

 

  

 

 

 

Cash Flows from Investing Activities

   

Purchase of investments

   (7,397,000  (1,610,000

Maturities of investments

   1,571,000    2,999,000  

Proceeds from sale of WVMRF, LLC member interest

   25,769,000    —    
  

 

 

  

 

 

 

Net cash flows provided by investing activities

   19,943,000    1,389,000  
  

 

 

  

 

 

 

Cash Flows from Financing Activities

   

Units purchased

   (1,000  (1,000

Capital contribution by noncontrolling interest

   —      155,000  

Increase in restricted cash for additional CD for LOC

   (31,000  —    

Decrease in restricted cash for SERP

   —      1,001,000  

Distributions-Class A Units

   (10,326,000  —    
  

 

 

  

 

 

 

Net cash flows (used in) provided by financing activities

   (10,358,000  1,155,000  
  

 

 

  

 

 

 

Net Changes in Cash and Cash Equivalents

   3,358,000    36,000  

Cash and Cash Equivalents at Beginning of Year

   804,000    768,000  
  

 

 

  

 

 

 

Cash and Cash Equivalents at End of Year

  $4,162,000   $804,000  
  

 

 

  

 

 

 
Supplemental Disclosure of Cash Flow Information   
   2012  2011 

Cash paid during the year for income taxes

  $4,200   $4,800  

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

for the Years Ended December 31, 20102012 and 20092011

 

  Member Class A
Units
 Members’
Equity
 Total   Member Class A
Units
 Class A
Members’
Equity
 Noncontrolling
Interest
 Total Equity 

Balance at December 31, 2008

   6,453,362   $34,491,000   $34,491,000  

Net loss

   —      (1,950,000  (1,950,000

Issuance of Class A Units

    

Retirement of Class A Units purchased through tender offer

   (6,440  (6,000  (6,000

Units purchased

   (15,509  (10,000  (10,000

Units granted to executives and

    

Board of Managers

   179,612    97,000    97,000  
          

Total Net Class A Activity

   157,663   $81,000   $81,000  
          

Balance at December 31, 2009

   6,611,025   $32,622,000   $32,622,000  

Balance at December 31, 2010

   6,709,023   $21,305,000   $3,290,000   $24,595,000  
            

 

  

 

  

 

  

 

 

Net loss

   —      (11,352,000  (11,352,000   —      (8,254,000  (1,233,000  (9,487,000
  

 

  

 

  

 

  

 

 

Issuance of Class A Units

         

Units purchased

   (2,002  —      —       (2,176  (1,000  —      (1,000

Units granted to executives and

         

Board of Managers

   100,000    35,000    35,000     249,365    85,000    —      (85,000
            

 

  

 

  

 

  

 

 

Total Net Class A Activity

   97,998   $35,000   $35,000     247,189    84,000    —      84,000  
            

 

  

 

   

 

 

Balance at December 31, 2010

   6,709,023   $21,305,000   $21,305,000  

Balance at December 31, 2011

   6,956,212    13,135,000    2,057,000    15,192,000  
            

 

  

 

  

 

  

 

 

Net Income (Loss)

   —      13,715,000    (72,000  13,643,000  
  

 

  

 

  

 

  

 

 

Class A Units Distributions

   —      (10,326,000  —      (10,326,000

Issuance of Class A Units

     

Units purchased

   (1,100  (1,000  —      (1,000

Units granted to executives and

     

Board of Managers

   121,694    35,000    —      35,000  
  

 

  

 

  

 

  

 

 

Total Net Class A Activity

   120,594    (10,292,000  —      (10,292,000
  

 

  

 

  

 

  

 

 

Balance at December 31, 2012

   7,076,806   $16,558,000   $1,985,000   $18,543,000  
  

 

  

 

  

 

  

 

 

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. NATURE OF BUSINESS

Note 1.NATURE OF BUSINESS

Unless otherwise noted: (1) the term “Kaiser Inc.” refers to the former Kaiser Ventures Inc.; (2) the term “Kaiser LLC” refers to Kaiser Ventures LLC; and (3) the terms “Kaiser,” “the Company,” “we,” “us,” and “our,” refer to past and ongoing business operations conducted in the form of Kaiser Inc. or Kaiser LLC, and their respective subsidiaries.

On November 16, 1988, the Company began operations as Kaiser Steel Resources, Inc. upon the successful completion of the reorganization of Kaiser Steel Corporation (“KSC”) under Chapter 11 of the Bankruptcy Code. The Company has changed its name twice since reorganization in June 1993 and 1995, to Kaiser Resources Inc. and to Kaiser Ventures Inc. (“Kaiser Inc.”), respectively. In November 2001, the stockholders of Kaiser Inc. approved the conversion of Kaiser Inc. into a newly-formed limited liability company pursuant to a merger of Kaiser Inc. with and into Kaiser Ventures LLC. Under the terms of the agreement and plan of merger, Kaiser Inc.’s stockholders received $10.00 in cash plus one Class A Unit for each share of common stock in Kaiser Inc. Kaiser Inc. assets and liabilities were carried over at their historical cost basis.

At December 31, 2010, the Company’s principal assets include: (i) an 83.13% ownership interest in Mine Reclamation, LLC, which owns a permitted rail-haul municipal solid waste landfill located at the Eagle Mountain Site. This landfill is currently under contract to be sold to County District No. 2 of Los Angeles County for approximately $41 million plus accrued interest, which sale is subject to a number of conditions, several of which remain to be fully satisfied; (ii) a 50% ownership interest in the West Valley Materials Recovery Facility and Transfer Station (“West Valley MRF”), such interest being owned through our wholly-owned subsidiary, Kaiser Recycling, LLC; (iii) hundreds of millions of tons of minerals (primarily iron ore), rock, and other resources that are located at the Eagle Mountain property. Sale of such resources is subject to market conditions and the Company having all necessary permits; (iv) approximately 5,400 additional acres currently owned or controlled by Kaiser at the Eagle Mountain Site that are not included in the pending sale to the District; and (v) land at Lake Tamarisk consisting of 72 residential lots and approximately 420 acres of other undeveloped property. Lake Tamarisk is an unincorporated community located approximately 70 miles east of Palm Springs, California, and approximately 8 miles from the Eagle Mountain Site and (vi) cash and cash equivalents, receivables and short-term investments of approximately $6.8 million.

The Company’s consolidated financial statements include the following significant entities: Lake Tamarisk Development, LLC;LLC (“Lake Tamarisk”); Kaiser Eagle Mountain, LLC;LLC (“KEM”); Kaiser Recycling LLC; Business Staffing, Inc.;all of which are 100% owned, and Mine Reclamation, LLC. See Note 2. belowLLC (MRC”), which is 84.247% owned and Business Staffing, Inc. (see below).

Kaiser is the reorganized successor to Kaiser Steel Corporation, referred to as KSC, which was an integrated steel manufacturer that filed for additionalbankruptcy protection in 1987. Since KSC’s bankruptcy, we have been developing assets remaining after the bankruptcy and have realized substantial value from certain of those assets. Currently, our principal remaining assets are: (i) our 84.247% ownership interest in MRC, however, MRC filed a voluntary bankruptcy petition under Chapter 11 of the U.S. Bankruptcy Code on October 30, 2011; (ii) our 100% equity ownership of KEM which owns and controls approximately 10,000 acres at the Eagle Mountain Site on or in which millions of tons of iron ore, stockpiled rock and other mineral resources are present; and (iii) our 100% equity ownership interest in Lake Tamarisk which owns property near the Eagle Mountain Site.

Our 50% ownership interest in the West Valley MRF, LLC (“WVMRF, LLC”) was sold on April 2, 2012. For further information concerning the Company’s subsidiaries.on this transaction, see “Note 4. INVESTMENT IN WEST VALLEY MRF, LLC.”

Ongoing Operations

The Company’s revenues from ongoing operations are generally derived from the development and sale of the Company’s long-term projects. Income from equity method investments reflects Kaiser’s share of income related to its equity investment in the West Valley MRF which the Company accounts for under the equity method.

Interim Activities

Revenues and expenses from interim activities are generated from various sources. Significant components of interim activities have included housing rental income, and aggregate and rock sales and lease payments for the minimum security prison at the Eagle Mountain Site.

Business Staffing Inc.

Effective as of the close of business on December 31, 2010, the Company sold its Business Staffing, Inc. (“BSI”) subsidiary to Richard Stoddard, James Verhey and to Tri-C, LLC, a limited liability company controlled by Terry Cook. Messrs. Stoddard, Verhey and Cook are the executive officers of BSI and the Company. The Board of Managers of the Company, with Mr. Stoddard abstaining, unanimously approved the sale transaction.

BSI was established in 2001 in connection with the conversion of Kaiser Ventures Inc. to a limited liability company. BSI is an administrative services company whose only business is currently to provide employees to the Company. BSI is reimbursed by the Company, without mark-up, only for the expenses it incurs in providing services for the benefit of the Company and its subsidiaries. Due to its unique nature, BSI had no assets as of December 31, 2010, other than the Amended and Restated Administrative Services Agreement. BSI will continue to provide services for the Company and its subsidiaries on such basis in accordance with an Amended and Restated Administrative Services Agreement.

KAISER VENTURES LLC AND SUBSIDIARIES

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe purchase price for all of the stock of BSI was nominal given the assumption of certain liabilities such as the deferred compensation obligations to those employees or prior employees that were and are participants in the Company’s supplemental executive retirement plans. BSI is responsible for such plans and is the sole sponsor and administrator for each plan. Additionally, BSI will not be reimbursed for certain expenses associated with these plans that were being paid by BSI such as any taxes associated with these plans.

The Company has determined that BSI is a variable interest entity due to a lack of sufficient equity at risk even though the Company does not legally own any interest in Business Staffing, Inc. The Company has also determined it is the primary beneficiary of Business Staffing, Inc. because the Company has the power to direct activities that most significantly impact the economic performance of Business Staffing, Inc. Accordingly, the Company has consolidated this entity into the consolidated financial statements. The equity of the variable interest entity has been reflected as a non-controlling interest as of December 31, 2012. The consolidation of this entity does not change any legal ownership, and does not change the assets or the liabilities and equity of Kaiser Ventures LLC and Subsidiaries as a stand-alone entity. Total assets of the variable interest entity, Business Staffing, Inc., were $687,000 as of December 31, 2012. All intercompany accounts and transactions have been eliminated on consolidation.

Note 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all wholly-owned subsidiaries and majority-owned investments, except as specified below.below and its variable interest entity, BSI. Intercompany accounts and transactions have been eliminated.

KSC Recovery, Inc. (“KSC Recovery”).The Company’s wholly-owned subsidiary, KSC Recovery, Inc., which is governed and controlled by a Bankruptcy Court approved Plan of Reorganization, acts solely as an agent for KSC’s former creditors in pursuing bankruptcy related adversary litigation and administration of the KSC bankruptcy estate. Kaiser exercises no significant control or influence over nor does Kaiser have any interest in the operations, assets or liabilities of KSC Recovery except as provided by the terms of the approved Plan of Reorganization. In addition, KSC Recovery’s cash on hand and potential future recoveries fund all costs and expenses of KSC Recovery. Consequently, activity of KSC Recovery is not included in Kaiser’s financial statements; however, KSC Recovery is a member of the Kaiser consolidated group for tax purposes and is therefore included in the consolidated tax return.

Cash and Cash Equivalents

The Company maintains its cash balances with two financial institutions that have Standard & Poor’s ratings of AA-BBB or higher, have at least $30 billion in assets and are insured by the Federal Deposit Insurance Corporation for up to a minimum of $250,000 at each institution. At December 31, 2010,2012 and 2011, and at various times throughout the year,years then ended, the Company had cash deposited in these financial institution in excess of the federally insured limits.limits of $250,000. The Company monitors the financial condition of these institutions on an ongoing basis and does not believe any significant credit risk exists at the present time.

Short-Term Investments

The Company has an Investment Policy which provides for the investment of excess cash balances primarily in bond funds, commercial paper, and debt instruments. At December 31, 2010,2012 and 2011, the Company had all of its investments in high grade commercial paper (Standard & Poor’s rating of “A”“BBB” or above) or high grade bond funds which isare classified as available-for-sale. The classification of investment securities is reviewed by the Company at each reporting period.

KAISER VENTURES LLC AND SUBSIDIARIES

The Company has chosen to adopt the fair value option for the measurement of short-termits investments in an effort to more clearly identify the actual value of the investment and its earnings for each reporting period. At the end of each reporting period the fair value of the investments is compared to the carrying value of the investments and the difference between the carrying value and the fair value is recorded as an unrealized gain or loss in the statement of operations.

This method of measurement of the Company’s investments has caused some of the investments to increase in value as of December 31, 2010. The Company is expected to hold these investments to maturity. As of January 2008 the Company, adopted ASC 825,Financial Instruments, which permits entities to choose to measure many financial instruments and certain other items at fair value. Investments are marked to market and the changes in fair value are recognized in income at the end of each reporting period. As of December 31, 20102012 and 2009, gains from2011, these fair value adjustments reflected a loss of $220,000$72,000 and $226,000,a loss of $55,000, respectively, which are included in fair value adjustments of available for sale securities on the consolidated statement of operations.

Pursuant The Company expects to Section 825-10 of the ASC, the Company at the end of a period, compares the actual market valuehold these investments to the actual cost and uses that calculation to determine any gain or loss on the maturity or sale of each available-for-sale investment.

KAISER VENTURES LLC AND SUBSIDIARIES

maturity.

Real Estate

In accordance with ASC 360-10,Property, Plant and Equipment,Accounting for the Impairment or Disposal of Long-Lived Assets, the Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

Interest and property taxes related to real estate under development are capitalized during periods of development.

Investment in West Valley MRF, LLC

The Company accountsaccounted for its investment in West Valley MRF,WVMRF, LLC, the owner of West Valley MRF, under the equity method of accounting because of the Company’s 50% noncontrolling ownership interest. However, as discussed in Note 4, the Company’s ownership interest through the Company’s wholly-owned subsidiary Kaiser Recycling, LLC.in WVMRF, LLC was sold on April 2, 2012.

Landfill Permitting and Development

Through its 83.13%The Company owns an 84.247% ownership interest in Mine Reclamation, LLC, the Company hasMRC, which had been developing, for saleseeking to a municipal entity or operating company, its property known as the Eagle Mountain Site in the California desert for use asdevelop a rail-haul municipal solid waste landfill. Pursuantlandfill at a property called the Eagle Mountain Site located in the California desert (the “Landfill Project”). On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC continues to ASC 970-10,Real Estate-General, capitalizable landfill site development costs are recorded at costoperate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and consist of engineering and environmental studies, legal and consulting expenses, and other costs directly related to the permitting and development process. These costs are expensed when management determines that the capitalized costs provide no future benefit. Additionally, in accordance with ASC 450-10,Contingencies,Accounting for the Impairment or Disposalapplicable provisions of Long-lived Assets, long-lived assets are evaluated for potential impairment whenever events or changesthe Bankruptcy Code, Rules and orders of the Bankruptcy Court. The Landfill Project has been the subject of intense litigation in circumstances indicatefederal court over the carrying amountcourse of an asset may not be recoverable. The Company is still litigating challenges tomore than ten years regarding the validity of a land exchange completed with the U.S. Bureau of Land Management (“BLM”). The land exchange is central to the development of the U. S. DepartmentLandfill Project as permitted. On March 28, 2011, the U.S. Supreme Court denied the request of MRC for further review of the Interior in October 1999 (See Note 15), and no saleprior decision of the Eagle MountainU.S. 9th Circuit Court of Appeals that had been adverse to the position of MRC and the BLM. Thus, the previous federal land exchange litigation is expected until this matternow final and concluded as there is ultimately resolved. However, as discussed in more detail below, effective June 30, 2010, there was a determinationno further right of impairment ofappeal. There is no current plan or process being undertaken by MRC to “fix” the land exchange since MRC does not have the funds or wherewithal to pursue such an objective. Additionally, Kaiser has decided that it will not make any further investment in MRC which resulted into fund a write-down“fix” of the carrying amount of such investment in our financial statements. (See Note 5., for a more detailed discussion of the determination of impairment and the resulting write-down of the MRC investment.)land exchange.

Additionally, the perception of the public and private financial markets of the value of solid waste sites and the waste management industry can fluctuate significantly over time. Accordingly, there can be no assurance that the Company will successfully sell the Eagle Mountain assets on favorable terms or at all.

Buildings and Equipment

Buildings and equipment are stated on the cost basis. Depreciation is provided on the straight-line method over the estimated useful lives of the respective assets which range from 3 to 10 years.

Impairment of Long-Lived Assets

The Company reviews all long-lived assets, on a quarterly basisincluding our real estate, buildings and equipment, to determine if there are any indications that the anticipated cash flows from the assets will equal or exceed their capitalized costs. Our reviews as of December 31, 2010, concluded that no impairment of the following long-lived assets had occurred: (a) our 50% ownership interest in the West Valley MRF because the West Valley MRF continues to generate significant net income and positive cash flow; and (b) our other real estate and building and equipment are recorded at the lower of cost or fair market values.)carrying values may not be recoverable.

KAISER VENTURES LLC AND SUBSIDIARIES

 

AsThere were no events or changes in circumstances as of December 31, 2012, or for the year than ended, that would indicate that the carrying value as of $13,843,000, may not be recoverable. The Company had previously recorded impairment adjustments to MRC’s Eagle Mountain landfill investment as of June 30, 2010 and March 31, 2011 as a result of events impacting the denialprospects of the en banc hearingLandfill Project. The previous impairment adjustments resulted from two events impacting the Landfill Project. First, as a result of the prior adverse U.S. 9th Circuit Court of Appeals decision in the land exchange litigation involving the Landfill Project and second, the denial in July 2010 of further review by the 9th Circuit, we determinedmade a determination that the landfill investment was impaired resulting in a determination that a write-down of the carrying amount of the Eagle Mountain Landfill Investment (“landfill investment”) may not be recoverableinvestment was required as of June 30, 2010. The impairment determination and performedresulting calculation of the fair value of the carrying amount of the landfill investment were made utilizing a recovery analysis. We are also seeking reviewprobability analysis of the remaining options with regard to the landfill project after the denial of the en banc hearing. The total amount of the write-off was $12,504,000 which was charged to earnings in the second quarter of 2010. Second, on March 28, 2011, the U.S. Supreme Court declined our petition requesting that the Court hear our appeal of the adverse 9th Circuit Court of Appeals decision by the U. S. Supreme Court. We are currently reviewing our remaining options to address the concerns of the U.S. 9th Circuit Court of Appeals includingwith regard to the possibility of addressing the remaining deficiencies identified in thepreviously completed federal land exchange litigation by appropriate supplemental environmental and other documentation throughexchange. As a result of this denial our impairment analysis undertaken at the U.S. Bureau of Land Management (“BLM”), which the Company refers to as “fix.” Becauseend of the alternative coursesfirst quarter of action currently under consideration, we utilized a probability weighted approach to test the landfill investment for recoverability. Based on our probability analysis, we determined that the carrying value of the landfill investment was not recoverable. Due to the uncertainty both in the timing and the amount of the cash flows to be received from the ultimate disposition of the landfill investment, we utilized an expected present value technique to determine the fair value of the landfill investment. Our analysis2011 resulted in an estimated fair valueadditional write down of as of March 31, 2011 of $6,683,000 which was charged to earnings in the landfill investmentfirst quarter of $20,526,000 which exceeded its2011. As a result of these impairments, no additional MRC costs have been capitalized since June 30, 2010, carrying value by 12,504,000. Accordingly, we recognized an impairment of the landfill investment of $12,504,000 during the second quarter of 2010. In connection with the ongoing evaluation of our remaining options with respect to the Landfill investment it is possible that additional material write downs of the landfill investment could occur including, under certain circumstances, a write-down of the investment to zero. However, the determination of impairment and resulting write-down does not impact the purchase price for the Landfill Project if it is ultimately sold to the District. All current costs are expensed as incurred.

Asset Retirement Obligations

ASC 410-20,Asset Retirement Obligations, requires that either a liability be recognized for the fair value of a legal obligation to perform asset-retirement activities that are conditioned on the occurrence of a future event if the amount can be reasonably estimated, or where it cannot, that disclosure of the liability exists, but has not been recognized and the reasons why a reasonable estimate cannot be made.

The determination of the asset retirement obligation was based upon a number of assumptions that incorporated the Company’s knowledge of the facilities, the asset life, the estimated time frames for periodic renovations, the current cost for remediation of asbestos and the current technology at hand to accomplish the remediation work. Any change in the assumptions can impact the value of the determined liability and will be recognized as a change in estimate in the period identified.

The Company determined that a conditional asset retirement obligation exists for asbestos remediation. Though not a current health hazard in its facilities, upon demolition, the Company would be required to take the appropriate remediation procedures in compliance with state law to remove the asbestos. The fair value of the conditional asset retirement obligation for the future abatement of asbestos-containing products in certain of the viable structures at Eagle Mountain was estimated at approximately $1.2 million. TheWith the assistance of outside contractors the fair value was determined as the present value of the estimated future cost of remediation based on an estimated expected date of remediation. This computation is based on a number of assumptions which may change in the future based on the availability of new information, technology changes, changes in costs of remediation, and other factors.

Environmental Insurance

Effective June 30, 2001, the Company purchased, a 12-year $50 million insurance policy, which is expected to cover substantially any and all environmental claims (up to the $50 million policy limit) relating to the historical operations of the Company. The Company’s $3.8 million premium for the prospective insurance policy is capitalized as a long-term asset and is being amortized on a straight-line basis over the twelve (12) year term of the policy. The term of that policy expires on June 30, 2013. To the extent a pre-existing liability has not been

KAISER VENTURES LLC AND SUBSIDIARIES

 

the extent a pre-existing liability has not been recorded, claims made for environmental matters are recorded as litigation accruals in the Company’s consolidated financial statements pursuant to ASC 450,Contingencies, when it becomes probable that a loss has beenwill be incurred and the amount of such loss can be reasonably estimated. Claims accepted by the insurance company pursuant to coverage under the policy are recorded as insurance receivables when coverage is accepted and the amount to be paid by the insurance company can be reasonably estimated. Since this “claims made” policy terminates on June 30, 2013, the Company may not have insurance coverage for certain previously covered environmental and other claims made after the expiration of the policy term on June 30, 2013. (See Notes 109 and 1413 for further information related to this matter.)

Revenue Recognition

Revenues are recognized when the Company has completed the earnings process and an exchange transaction has taken place.

Income Taxes

The Company is taxed as a partnership and thus, the Company’s results of operations (on an income tax basis) are allocated to the members for inclusion in their respective income tax returns. The only income taxes imposed on the Company are a minor gross revenue tax imposed by the State of California and income taxes imposed on Business Staffing Inc., the Company’s only corporate subsidiary as of December 31, 2010.California.

Earnings Per Unit

The Company follows ASC 260,Earnings per Share,in calculating basic and diluted earnings per unit. Basic earnings per unit excludes the dilutive effects of options, warrants and convertible securities, of which there are none, while diluted earnings per unit includes the dilutive effects of claims on the earnings of the Company.

LLC Unit/Stock OptionsGrant Programs

At December 31, 2008, the Company had three stock-based employee compensation plans see Note 11. Under guidance of ASC Topic 718,Compensation—Stock Compensation, (formerly referred to as SFAS No. 123, “Share-Based Payments (revised 2004)”, stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award). See Note 10.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial InstrumentsMeasurements

ASC 820,Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. ASC 820 addresses fair value GAAP for financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period and for non-financial assets and liabilities that are re-measured and reported at fair value on a recurring basis, which included goodwill and other intangible assets for purposes of impairment assessments.basis.

In general, fair values determined by Level 1 use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable

KAISER VENTURES LLC AND SUBSIDIARIES

 

such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

The following table presents, for each of the fair value hierarchy levels identified under ASC 820, the Company’s financial assets that are required to be measured at fair value at December 31, 20102012 and December 31, 2009:2011:

 

                                                                                
      FAIR VALUE MEASUREMENTS AT REPORTING DATE       FAIR VALUE MEASUREMENTS AT REPORTING DATE 
  AMOUNT
RECORDED
ON BALANCE
SHEET
   QUOTED
PRICESIN
ACTIVE
MARKETS
FOR
IDENTICAL
ASSETS
(LEVEL 1)
   

SIGNIFICANT
OTHER
OBSERVABLE
INPUTS

(LEVEL 2)

   

SIGNIFICANT
UNOBSERVABLE
INPUTS

(LEVEL 3)

   AMOUNT
RECORDED
ON
BALANCE
SHEET
   QUOTED
PRICES IN
ACTIVE
MARKETS
FOR
IDENTICAL
ASSETS
(LEVEL 1)
   

SIGNIFICANT
OTHER
OBSERVABLE
INPUTS

(LEVEL 2)

   

SIGNIFICANT
UNOBSERVABLE
INPUTS

(LEVEL 3)

 

Assets as of December 31, 2010:

        

Assets as of December 31, 2012:

        

Cash and cash equivalents

  $768,000    $768,000     —       —      $4,162,000    $4,162,000     —       —    

Short-term investments

  $4,121,000    $4,121,000     —       —      $8,254,000    $8,254,000     —       —    

Long -term Investments

  $203,000    $203,000      

Assets as of December 31, 2009:

        

Assets as of December 31, 2011:

        

Cash and cash equivalents

  $1,465,000    $1,465,000     —       —      $804,000    $804,000     —       —    

Short-term investments

  $4,536,000    $4,536,000     —       —      $2,703,000    $2,703,000     —       —    

Class B, C and D Units

The Company has outstanding Class B, C and D Units which are reflected on the Company’s Balance Sheetbalance sheet as equity securities that were designed and implemented to replicate the cash distributions the holders of such units would have received under certain former long-term transaction incentive plans. These former plans provided for bonus payments as a result of the sale of certain assets at prices above certain minimum threshold requirements. Even though the Class B, C and D Units are classified as equity securities, the Company will accountaccounts for any future distributions on the Class B, C and D Units by recording compensation expense for the full amount of the distribution at the time a distribution becomes probable and estimateable. With the sale of the Company’s indirect ownership interest in the WVMRF, LLC in the second quarter of 2012, distributions totaling $771,000 were paid in such quarter on the Class C and D Units and was recorded as compensation expenses for financial statement purposes. For additional information regarding the Class B, C and D Units. Please see “Note 11.10. EQUITY” and “Note 14. COMMITMENTS AND CONTINGENCIES—Contingent Distributions on Class B, C and D Units.”

Note 3. ACCOUNTS RECEIVABLE AND OTHERSubsequent Events

Accounts receivable and other asSubsequent events are material events or transactions that occur after the balance sheet date but before financial statements are available to be issued. The Company recognizes in the consolidated financial statements the effects of December 31, 2010 and 2009 consistedall subsequent events that provide material additional evidence about conditions that existed at the date of the following:balance sheet, including the material estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about material conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before the consolidated financial statements are available to be issued.

   2010  2009 

Prepaid Insurance

  $47,000   $49,000  

Accounts Receivable Trade and Other

   105,000    139,000  
         

Sub Total

   152,000    188,000  

Allowance for doubtful accounts

   (37,000  (37,000
         

Total

  $115,000   $151,000  
         

Note 4. INVESTMENT IN WEST VALLEY MRF, LLC

Effective June 19, 1997, Kaiser Recycling Corporation (“KRC”) (now Kaiser Recycling, LLC) and West Valley Recycling & Transfer, Inc. (“WVRT”), a subsidiary of Burrtec Waste Industries, Inc. (“Burrtec”),The Company has evaluated subsequent events through March 8, 2013, which are equal members of West Valley MRF, LLC, (a California limited liabilityis the date the consolidated financial statements were available to be issued.

KAISER VENTURES LLC AND SUBSIDIARIES

 

Note 3.ACCOUNTS RECEIVABLE AND OTHER

company) entered into a Members Operating Agreement (“MOA”) which is substantiallyAccounts receivable and other as of December 31, 2012 and 2011 consisted of the equivalent of a joint venture agreement but for a limited liability company. The construction and startup offollowing:

   2012  2011 

Prepaid Insurance

  $62,000   $59,000  

Accounts Receivable Trade and Other

   300,000    133,000  
  

 

 

  

 

 

 

Subtotal

   362,000    192,000  

Allowance for doubtful accounts

   (37,000  (37,000
  

 

 

  

 

 

 

Total

  $325,000   $155,000  
  

 

 

  

 

 

 

Note 4.SALE OF WEST VALLEY MRF, LLC AND RESULTING COMPENSATION RELATED MATTERS

On April 2, 2012, Kaiser Recycling, LLC sold its 50% ownership interest in the West Valley MRF, LLC (“WVMRF”) which owns and operates a transfer station and materials recovery facility near Fontana, California. The gross cash sales price for the 50% ownership interest was approximately $25,769,000. The Company recorded a gain on the sale of $20,588,000 in the second quarter of 2012. Existing environmental obligations of the Company and Kaiser Recycling benefiting WVMRF and West Valley Recycling & Transfer, LLC (the owner of the other 50% interest in the WVMRF and the buyer of Kaiser Recycling’s ownership interest in the WVMRF) remain in place. An escrow originally totaling $363,000 was established to provide certain additional financial assurances for the Company’s and Kaiser Recycling, Inc.’s existing contingent environmental obligations. The amount of this escrow was charged against the Company’s existing environmental remediation reserve. In addition, the Company’s guaranty of certain outstanding debt of WVMRF (approximately $5,820,000 as of March 31, 2012) was terminated.

With the completed during December 1997.

Pursuant tosale of the ownership interest in WVMRF, compensation related actions were implemented under the previously disclosed terms of applicable compensation arrangements for officers and under the terms of the MOA, KRC contributedCompany’s Class C and D Units. In accordance with the terms and conditions of the Company’s Class C and D Units, $771,000 was due and paid on such units. In addition, a bonus of approximately 23 acres$173,000 was paid to an officer in accordance with the terms of Mill Site property on which the West Valley MRF was constructed while WVRT contributed all of Burrtec’s recycling business that was operated within Riverside County, thereby entitling West Valley MRF to receive all revenues generated from this business after the closing date.his employment agreement. The Company also remains responsible for any pre-existing environmental conditions on the land, which is generally covered by insurance.

Mostawarded $95,000 in discretionary bonuses as a result of the financing for the constructionsale of the West Valley MRF of approximately $22 million, including reimbursement of previously incurred development costs of Burrtec andownership interest in the WVMRF. The Company was obtained through the issuance and sale of two California Pollution Control Financing Authority (the “Authority”) Variable Rate Demand Solid Waste Disposal Revenue Bonds (West Valley MRF, LLC Project) Series 1997A and Series 2000A (the “Bonds”). The Bonds are securedalso reduced its accounting staff by an irrevocable letter of credit issued by Union Bank of California, N.A. (“Union Bank”). The current letters of credit have an expiration dateone employee as of June 30, 2011, but Union Bank has stated2012 and recorded severance expenses associated with that it intends to extend such letterstermination of credit. However, if$131,000 during the letterssecond quarter of credit are not extended for any reason2012. In addition, a “Change in Control” occurred under the paymentterms of the bonds can be accelerated. The Bonds have stated maturity dates of June 1, 2012 for Series 1997A ($9.5 million)Amended and June 1, 2030 Series 2000A ($8.5 million), although West Valley MRF, LLC is required, pursuant to its agreement with Union Bank, to periodically redeem a portion of the Bonds on a stated schedule. Pursuant to a GuarantyRestated Services Agreement, with Union Bank,as amended, between the Company and Burrtec each are liable for fifty percent (50%)Business Staffing, Inc. and under the terms of the principal and interest on the Bondsemployment agreement of each executive officer in the event of a default by the West Valley MRF, LLC.existence during 2012.

The Company has also provided environmental guaranty agreements to Union Bank. Under these agreements, Kaiser and Kaiser Recycling are jointly and severally liable for any liability that may be imposed on Union Bank for pre-existing environmental conditions on the West Valley MRF’s property acquired from the Company that the West Valley MRF fails to timely address.

Subject to the extension of the letters of credit that secure the Bonds, the current payment schedule for the California Pollution Control Authority bonds is summarized below.

   PAYMENT SCHEDULE 

YEAR

  1997
BONDS
   2000
BONDS
   TOTAL 

2011

  $630,000    $—      $630,000  

2012

  $620,000    $—      $620,000  

2013 thru

      

2029

    $290,000    $4,930,000(1) 
      ($290,000  
       per year

2030

    $270,000    $270,000  
               

Total

  $1,250,000    $5,200,000    $6,450,000  
               

1

Total payments for this period (2013 thru 2029) at $290,000 per year.

The above payment scheduled is based and conditioned upon a renewal of the existing letters of credit which secure the bonds. The letters of credit for both the 1997 and 2000 bonds are currently scheduled to expire in June of 2011. Union Bank has expressed that it anticipates no problem in extending these letters of credit prior to their expiration date. If such letters of credit are not extended by their respective due date, then the outstanding principle balance of the bonds secured by such letters of credit would be due as a balloon payment.

KAISER VENTURES LLC AND SUBSIDIARIES

The Company is accountingaccounted for its investment in West Valley MRF, LLCWVMRF under the equity method.

Due to the time required to close the books of the West Valley MRF, LLCWVMRF and in keeping with past practice, there iswas a one month delay in reporting the results of West Valley MRF, LLC. The condensed summarized financial informationWVMRF. Thus, even though the closing on the sale of West Valley MRF, LLCKaiser Recycling, LLC’s ownership interest occurred on April 2, 2012, due to this one month delay, the period from December 1, 2011 to April 2, 2012 (date of transaction) is as follows:included in the Company’s results from operations for the year ended December 31, 2012.

Balance Sheet Information:  November 30,
2010
   November 30,
2009
 

Current Assets

  $8,641,000    $7,371,000  

Property and Equipment (net)

   10,228,000     11,133,000  

Other Assets

   3,000     47,000  
          

Total Assets

  $18,872,000    $18,551,000  
          

Current Liabilities

  $4,432,000    $4,074,000  

CPCFA Bonds Payable – Long Term Portion

   5,820,000     6,450,000  

Members’ Equity

   8,620,000     8,027,000  
          

Total Liabilities and Members’ Equity

  $18,872,000    $18,551,000  
          
Income Statement Information:  2010   2009 

For the Twelve Months Ended November 30

    

Net Revenues

  $12,780,000    $10,961,000  

Gross Profit

  $4,890,000    $3,082,000  

Net Income

  $3,593,000    $1,703,000  

The Company recognized equity income from the West Valley MRFWVMRF of $1,797,000$2,135,000 for the year ended November 30, 2011, and $851,000$391,000 for 2010 and 2009, respectively. However, duethe period from December 1, 2011 to the current worldwide economic conditions and other factors, commodity prices starting in the third quarterApril 2, 2012 (date of 2008 declined dramatically. Although commodity prices recovered beginning in 2009 and during 2010 they still are below the prices at which they peaked in 2008. Accordingly, the financial performance of the West Valley MRF in 2009 and 2010 was lower in comparison to its financial performance in 2008.transaction).

Note 5. MINE RECLAMATION,KAISER VENTURES LLC AND SUBSIDIARIES

Note 5.MINE RECLAMATION, LLC

The Company, in January 1995, acquired a 70% interest in Mine Reclamation, the developer of the landfill project.Landfill Project. As a result of subsequent equity fundings and purchases, the Company’s ownership interest in Mine ReclamationMRC as of December 31, 2009,2011 and 2012, is 83.15%84.247%. On August 9, 2000,October 30, 2011, MRC entered into that certain Agreement For Purchasefiled a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC filed for bankruptcy protection in order to preserve and Saleprotect its assets and options with respect to such assets. MRC continues to operate its business as a “debtor in possession” under the jurisdiction of Real Propertythe Bankruptcy Court and Related Personal Property In Regard Toin accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. The Eagle Mountain Sanitary Landfill Project and Joint Escrow Instructions (“Landfill Project Sale Agreement”) with the District. In summary, the landfill project (which includes the Company’s royalty payments under the MRC Lease) is being sold for $41 million plus accrued interest, with an initial closing currently scheduled to occur on June 30, 2011, but the initial closing date has been extended numerous times. However, as discussed below, the landfill project and its ultimate sale aresubject of intense litigation in jeopardy due to an adverse federal litigation. Accordingly, paymentcourt over the course of the purchase price if there should ultimately be a sale of the landfill project will be delayed as described in more detail below. The sale of the landfill project is subject to the results of the District’s due diligence and satisfaction of numerous contingencies in addition to a positive resolution of the landfill litigation. The contingencies include, but are not limited to, obtaining the transfer of the landfill project’s permits to the District and obtaining all necessary consents to the transaction.

In September 2005, the Company received an adverse U.S. District Court decision in the federal land exchange litigation that may materially impactthan ten years regarding the validity of the landfill project. The decision was adverse to the landfill project in that it set aside thea land exchange completed between the Company and BLM as well as two BLM rights-of-way. The Company along with the U.S. DepartmentBureau of Interior appealed the decisionLand Management (“BLM”). The land exchange was central to the U.S. 9th Circuit Court of Appeals. On November 10, 2009, a three-judge paneldevelopment of the U.S. 9th Circuit Court of Appeals issued its decision on the appeal fromLandfill Project as permitted. On March 28, 2011, the U.S. District

KAISER VENTURES LLC AND SUBSIDIARIES

Court. The majority opinion was adverse toSupreme Court denied the Eagle Mountain landfill project in that it upheld portionsrequest of MRC for further review of the prior U. S. District Court ruling. The dissenting judge found in the Company’s favor on all issues involving the land exchange and landfill project. The adverse decision of the U.S. 9th Circuit Court of Appeals materially impactsthat had been adverse to the viabilityposition of MRC and the BLM. Thus, the previous federal land exchange litigation is now final and concluded as there is no further right of appeal. There is no current plan or process being undertaken by MRC to “fix” the land exchange since MRC does not have the funds or wherewithal to pursue such an objective. Additionally, Kaiser has decided that it will not make any further investment in MRC to fund a “fix” of the landfill project. We did seek further review of the adverse decision by a broader panel of judges from the U.S. 9th Circuit Court of Appeals, however our appeal was denied. For a more detailed discussion of this litigation and the risks associated with this litigation, see “Note 15. LEGAL PROCEEDINGS - Eagle Mountain Landfill Project Land Exchange Litigation.” As a result of the denial of the en banc hearing of the prior adverse U.S. 9th Circuit Court of Appeals decision, we determined that the carrying amount of the Eagle Mountain Landfill Investment (“landfill investment”) may not be recoverable and performed a recovery analysis. We are also seeking review of the adverse 9th Circuit Court of Appeals decision by the U. S. Supreme Court. We are currently reviewing our remaining options to address the concerns of the U.S. 9th Circuit Court of Appeals, including the possibility of resolving the identified deficiencies through appropriate environmental and other documentation the BLM which we referred to as a “fix.” Because of the alternative courses of action currently under consideration, we utilized a probability weighted approach to test the landfill investment for recoverability. Based on our probability analysis, we determined that the carrying value of the landfill investment was not recoverable. Due to the uncertainty both in the timing and the amount of the cash flows to be received from the ultimate disposition of the landfill investment, we utilized an expected present value technique to determine the fair value of the landfill investment. Our analysis resulted in an estimated fair value of the landfill investment of $20,526,000 which exceeded its June 30, 2010, carrying value by 12,504,000. Accordingly, we recognized an impairment of the landfill investment of $12,504,000 during the second quarter of 2010. In connection with the ongoing evaluation of our remaining options with respect to the Landfill investment it is possible that additional material write downs of the landfill investment could occur including, under certain circumstances, a write-down of the investment to zero. However, the determination of impairment and resulting write-down does not impact the purchase price for the Landfill Project if it is ultimately sold to the District.

Assuming there is ultimately a closing, $41 million of the total purchase price plus accrued interest is to be deposited into an escrow account and will be released when litigation contingencies are fully resolved. The litigation contingencies are the federal litigation challenging the completed federal land exchange. Even though the closing has not taken place and these funds have not been deposited into an escrow account, interest began accruing on this portion of the purchase price on May 3, 2001.

The District has been undertaking extensive due diligence on the landfill project and has the right to terminate the Landfill Project Sale Agreement if it is not satisfied with the results of its due diligence and other matters. Due diligence, joint use negotiations and other items are expected to continue during 2010 although a number of items have been delayed andWhile Kaiser will not be resolved if, and until, there isproviding additional funding to MRC for the purpose of pursing a successful conclusion“fix” of the land exchange, litigation. In addition,Kaiser is in the partiesprocess to providing MRC with a line of credit currently in the amount of up to $500,000 (which could be increased up to $1,000,000) in order to fund certain activities to complete the MRC bankruptcy process. Draws under the line of credit would be completely in the discretion of Kaiser and bear interest at the rate of (5%) per annum. Kaiser’s loan will individually determine whether each chooses to continue to extendnot be secured but will be an administrative claim against the closing date forMRC bankruptcy estate meaning that it will have priority in payment over unsecured claims in the transaction.

bankruptcy. Without a sale of any assets that MRC may have, there is a substantial risk that this loan will not be fully repaid. There are numerous risks associated with MRC and the landfill project, including risks and contingencies associated with the pending sale of the landfill project to the District. There can be no assurance that all outstanding matters currently preventing an initial closing with the District will be resolved to the satisfaction of the parties. Accordingly, there can be no assurance that the sale to the District will occur or that the current terms of the pending transaction may not be significantly modified as a result of future discussions with the District or as to the timing of the receipt of the purchase price. In addition, there are material litigation risks associated with the current federal land exchange litigation, and the adverse U.S. 9th Circuit Court of Appeals decision all as discussed in “Note 15. LEGAL PROCEEDINGS”. No assurance can be made that the Company will be able successfully and timely resolve these matters so as to avoid a material adverse effect on the Company’s current plan to sell the landfill to the District. In addition, there are risks that the landfill project will be impacted by natural disasters like the floods that caused significant damage to the rail line in 2003. Certain risks may be uninsurable or are not insurable on terms which the Company believes are economical.

KAISER VENTURES LLC AND SUBSIDIARIES

As discussed below, MRC will need additional funding to complete the landfill project, including funds to repair the flood damage sustained by the Eagle Mountain rail line, to fund the litigation involving the project fund any fix through the BLM and to fund the activities necessary for its possible sale. Future funding of MRC may not occur.

Ifif the Company is unable to manage any of theseMRC’s risks or uncertainties, the Company may not be able to sell the landfill at a favorable price, if at all, and the value of the Company’s Class A Units couldwould be materially reduced.

Flood Damage to Railroad. The Company owns an approximate 52-mile private railroad that runs from Ferrum Junction near the Salton Sea to the Eagle Mountain mine. In late August and early September of 2003, portions of the railroad and related protective structures sustained considerable damage due to heavy rains and flash floods. This damage included having some rail sections being buried under silt while other areas had their rail bed undermined. In 2005, the Company conducted a more complete investigation of the damage and of the costs to return the railroad to the condition that it was in prior to the flood damage. As a result of such investigation, theThe Company has estimated the cost to repair thesuch flood damage to be a minimum of $4.5$4.3 million an accrual for which was recordedas of December 31, 2011 and 2012. Since the 2003 floods additional railroad damage has been sustained and in 2003.2011 Union Pacific Railroad removed the track and switching facilities at Ferrum Junction. MRC is obligated under its lease with Kaiser Eagle Mountain to maintain and repair the railroad in its condition as of 2000. MRC is currently in default under such obligations. The Company’s current plans areplan has attempted to undertake the work necessary to help preserve and protect the existing railroad. However,railroad; however, the major repairs to return the railroad to its condition prior to the flood damage will be deferred until a later date.date or until there is another project at Eagle Mountain that warrants such repairs.

Note 6. INVESTMENTS[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

Note 6.INVESTMENTS

The following is a summary of the fair value of investment securities classified as “available-for-sale” as of December 31, 2010 and December 31, 2009.available-for-sale:

 

AVAILABLE-FOR-SALE SECURITIES

  DECEMBER 31,
2010
   DECEMBER 31,
2009
 

Short Term Bond Funds

   4,121,000     4,025,000  

Short Term Bonds

   —       511,000  
          

Total Securities

  $4,121,000    $4,536,000  
          

AVAILABLE-FOR-SALE
SECURITIES

  DECEMBER 31,
2012
   DECEMBER 31,
2011
 

Short Term Bond Funds

  $8,254,000    $2,703,000  
  

 

 

   

 

 

 

Long-Term Bonds

  $203,000    $203,000  
  

 

 

   

 

 

 

Note 7. CONVERSION DISTRIBUTION

At December 31, 2010, the Company holds $1,190,000 in cash it had previously sent to its transfer agent in December 2001 for the payment of the $10.00 per share merger consideration to shareholders. This cash, classified as restricted cash, will ultimately be distributed to shareholders once the correct paperwork is submitted by such shareholders, thereby reducing the related conversion distribution payable.

Note 8. BUILDINGS AND EQUIPMENT

Note 7.BUILDINGS AND EQUIPMENT

Buildings and equipment as of December 31, 2010 and 2009 consisted of the following:

 

   2010  2009 

Buildings and structures

  $3,285,000   $3,285,000  

Machinery and equipment

   1,867,000    1,887,000  
         
   5,152,000    5,172,000  

Accumulated depreciation

   (4,798,000  (4,772,000
         

Total

  $354,000   $400,000  
         

KAISER VENTURES LLC AND SUBSIDIARIES

   December 31
2012
  December 31
2011
 

Buildings and structures

  $3,285,000   $3,285,000  

Machinery and equipment

   1,868,000    1,868,000  
  

 

 

  

 

 

 
   5,153,000    5,153,000  

Accumulated depreciation

   (4,830,000  (4,817,000
  

 

 

  

 

 

 

Total

  $323,000   $336,000  
  

 

 

  

 

 

 

Depreciation expensesexpense for the years ended December 31, 20102012 and 20092011 was $45,000$13,000 and $392,000,$18,000, respectively.

Note 9. ACCRUED LIABILITIES—CURRENT

Note 8.ACCRUED LIABILITIES - CURRENT

The current portion of accrued liabilities as of December 31, 2010 and 2009 consisted of the following:

 

  2010   2009   December 31
2012
   December 31
2011
 

Compensation, severance and related employee costs

  $162,000    $139,000    $800,000    $64,000  

Accrued professional

   555,000     451,000     533,000     560,000  

Other

   12,000     9,000     18,000     4,000  
          

 

   

 

 

Total

  $729,000    $599,000    $1,351,000    $628,000  
          

 

   

 

 

Note 10. ENVIRONMENTAL REMEDIATION RESERVE

Note 9.ENVIRONMENTAL REMEDIATION RESERVE

The Company has established environmental reserves to address potential environmental liabilities including, among other things, environmental obligations at the Mill Site Property that were not assumed by the buyer of a significant portion of the former steel mill site (CCG Ontario, LLC), such as any potential third party damages from the identified groundwater plume of total dissolved subsidiarysolids and organic carbon, environmental remediation work at the Eagle Mountain Site, and third-party bodily injury and property damage claims, including asbestos claims not covered by insurance and/or paid by the KSC bankruptcy estate. CCG Ontario, LLC (CCG”(“CCG”)is a subsidiary of Catellus Corporation which in turn is owned by ProLogis. ProLogis is considered the world’s largest developer of commercial warehouse space.

KAISER VENTURES LLC AND SUBSIDIARIES

The Company purchased an insurance policy effective June 30, 2001 that is designed to provide broad commercial general liability, pollution legal liability, and contractual indemnity coverage for the Company’s ongoing and historical operations. The policy has a twelve (12) year term that terminates June 30, 2013, and limits of $50 million in the aggregate for defense and indemnity, with no deductible or self-insured retention. The policy is designed to provide coverage for future claims in excess of the Company’s existing and historic insurance policies; however, to the extent that these other insurance policies are not responsive to a claim, the policy will provide first dollar coverage for a loss resulting from property damage, personal injury, bodily injury, cleanup costs or violations of environmental laws. The policy also provides for a broad defense of claims that may be brought against the Company. The policy is specifically intended to provide additional coverage for known and/or potential liabilities arising from pollution conditions or asbestos-related claims. The policy also provides contractual indemnity coverage for scheduled indemnity obligations of the Company arising from, e.g., prior corporate transactions and real estate sales.

As of December 31, 2010,2011, the Company estimates, based upon current information, that its future environmental liability related to certain matters not assumed by CCG in connection with the sale of the Mill Site Property, and other environmental related items, including, but not limited to, the conditional asset retirement obligation at the Eagle Mountain Site, potential third party property damage and bodily injury claims, would be approximately $2,733,000.$2,316,000. In the event a future claim for damages is filed against the Company that exceeds the remaining $2,733,000$2,316,000 environmental reserve, management believes that the claim may be covered by insurance depending upon the nature and timing of the claim.

Note 11. EQUITY

Note 10.EQUITY

Conversion into LLC

In November 2001, the stockholders of Kaiser Inc. approved the conversion of Kaiser Inc. into a newly-formed limited liability company pursuant to a merger between Kaiser Inc. and Kaiser LLC, the

KAISER VENTURES LLC AND SUBSIDIARIES

surviving company. Under the terms of the merger converting Kaiser Inc., to a limited liability company, Kaiser Inc.’s stockholders received $10.00 in cash plus one Class A Unit for each share of common stock in Kaiser Inc. The new Class A Units are not listed on any stock exchange, additionally the transferability of the units is subject to the approval of an executive of the Company. Subsequent to the conversion, Kaiser LLC is taxed as a partnership and thus, Kaiser LLC results of operations (on an income tax basis) are distributed to the unit holders for inclusion in their respective income tax returns.

Conversion Distribution Payable

At December 31, 2012 and 2011, the Company has a liability recorded for the payment of the $10.00 per share merger consideration to former shareholders of Kaiser Ventures Inc. This amount will ultimately be distributed to former shareholders once the correct paperwork is submitted by such former shareholders, thereby reducing the related conversion distribution payable. If the correct paperwork is not submitted such amounts will escheated.

Class A Units Outstanding

At December 31, 20102012 and 20092011, Kaiser LLC had 6,709,0237,076,806 and 6,611,0256,956,212, respectively, of Class A Units outstanding, respectively.issued and outstanding.

At December 31, 2010, there are no Class A Units available for issuance relating to outstanding options. As of December 31, 2008, all outstanding options had been exercised or lapsed. Thus, there are no outstanding options.

At December 31, 2010,2012, 104,267 Class A Units of the Company were being held for the benefit of the former general unsecured creditors of the predecessor company pending the resolution of disputed bankruptcy claims. The final resolution of these claims will result in the final allocation of the held shares among the unsecured creditor group, which presents no liability to the Company. For financial reporting purposes these shares have been considered issued and outstanding. Just prior to the Company’s conversion into an LLCa limited liability company in November 2001, the then 136,919 shares were issued to the bankruptcy estate, and subsequently converted into Class A units. Distribution of these units have been made periodically for the settlement of unsecured creditor claims.

At December 31, 2010, 113,6902012 and 2011, 113,101 Class A Units were deemed outstanding and reserved for issuance to holders of Kaiser Inc. stock that have yet to convert such stock to Kaiser LLC Class A Units.

During 2009 the following unit transactions took place:

Retirement of Class A Units purchased through tender offer

(6,440

Units granted to officers and Board of Managers

179,612

Units re-purchased

(15,509

Net increase in Class A Units outstanding

157,663

During 2010 the following unit transactions took place:

Units granted to officers and Board of Managers

100,000

Units re-purchased

(2,002

Net increase in Class A Units outstanding

97,998

Class B Units

Prior to the merger, Kaiser LLC issued 751,956 Class B Units to current and former MRC executives. These MRC executives had previously been granted the right to receive certain contingent incentive

KAISER VENTURES LLC AND SUBSIDIARIES

payments in order to incentivize each of them to assist Kaiser and MRC in closing the sale of the landfill project as well as meeting all conditions necessary for the release of funds from escrow. These Class B Units, issued to the MRC executives, replaced those incentive payments rights.

These Class B Units are entitled to receive approximately 2% of any cash actually received by MRC, up to a maximum of approximately $752,000 or $1.00 per unit, if MRC receivesshould receive the currently2001 agreed upon sales price of $41 million. The Class B Units are not entitled to any distributions or profits, have no voting rights except as

KAISER VENTURES LLC AND SUBSIDIARIES

required by law and are not transferable. Please see “Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class B, C and D Units” for the accounting treatment of the Class B Units.

At December 31, 2010,2012 and 2011, Kaiser LLC had 751,956 Class B Units outstanding.

Class C and D Units

During 2002, the Company issued Class C and D Units to certain officers and terminated the Long- Term Incentive Plan (“TIP”) as to future unearned payments that could have been payable to the Company’s executive officers. Payments to holders of the Class C and D Units will only be paid upon the monetization of the Company’s major assets. Payments, if any, willare to be made under a formula that replicates the amount that would have been paid under the TIP if it had been continued. Class C and D Units are not entitled to any other distributions or profits, have no voting rights except as required by law and are not transferable. Please see “Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - POLICIES—Class B, C and D Units” for the accounting treatment of the Class C and D Units.

At December 31, 2010,2012, Kaiser LLC had 872 and 128 Class C and D Units outstanding, respectively.

With the sale of the Company’s indirect 50% ownership interest in the WVMRF, LLC in the second quarter of 2012, distributions totaling $771,000 were made on the Class C and D Units in such quarter which distributions were recorded as compensation expenses for financial statement purposes.

Unit/Stock Option and Unit/Stock Grant Programs

Historically, the Company granted options under various stock option plans which became units upon conversion from a corporation to a limited liability company. All plans under which options were issued are no longer in effect as of December 31, 2008.

Currently, each member of the Board of Managers, other than Mr. Stoddard, receives an annual grant of 5,000 Class A Units, on or before June 30currently as of the date of the first Board of Managers’ meeting in a calendar year, usually January of each year. Such units vest in January of the year following the date of grant. A newly appointed or elected member to the Board of Managers is initially granted 5,000 Class A Units, subject to vesting.Units.

Note 12. LOSS PER UNIT/SHARE

Note 11.INCOME/(LOSS) PER UNIT/SHARE

The following table sets forth the computation of basic and diluted lossincome/(loss) per unit/share:

 

   2010  2009 

Numerator:

   

Net loss

  $(11,352,000 $(1,950,000

Numerator for basic loss per unit

   

Loss available to Class A members

  $(11,352,000 $(1,950,000

Numerator for diluted loss per unit

   

Loss available to Class A members

  $(11,352,000 $(1,950,000

Denominator:

   

Denominator for basic earnings per unit-weighted-average shares

   7,096,000    7,096,000  

Effect of dilutive options

   —      —    
         

Denominator for diluted earnings per unit -adjusted weighted-average shares and assumed conversions

   6,692,000    6,585,000  
         

Basic loss per unit

  $(1.70 $(0.30
         

Diluted loss per unit

  $(1.70 $(0.30
         

For additional disclosures regarding the outstanding employee unit/stock options see Note 11.

There are no outstanding options.

   2012   2011 

Numerator:

    

Net Income/(loss)

  $13,715,000    $(8,254,000

Numerator for basic income/(loss) per unit
Income/(loss) available to Class A members

  $13,715,000    $(8,254,000

Numerator for diluted income/(loss) per unit
Income/(loss) available to Class A members

  $13,715,000    $(8,254,000

Denominator:

    

Denominator for basic earnings per unit-weighted-average shares

   6,997,000     6,854,000  

Effect of dilutive options

   —       —    
  

 

 

   

 

 

 

Denominator for diluted earnings per unit-adjusted weighted-average shares and assumed conversions

   6,997,000     6,854,000  
  

 

 

   

 

 

 

Basic income/(loss) per unit

  $1.96    $(1.20
  

 

 

   

 

 

 

Diluted income/(loss) per unit

  $1.96    $(1.20
  

 

 

   

 

 

 

KAISER VENTURES LLC AND SUBSIDIARIES

 

Note 13. INCOME TAXES

Note 12.INCOME TAXES

Subsequent to the Company’s conversion into an LLC,a limited liability company, the Company is taxed as a partnership and thus, the Company’s results of operations (on an income tax basis) are allocated to the unit holders for inclusion in their respective income tax returns. Therefore, the only income taxes are those imposed on Business Staffing Inc. (“BSI”). These taxes amounted to a credit of $(61,000) in 2010 and a debit of $12,000 for 2009 for which the Company was able to carry back losses realized in 2009.

The significant decrease in the tax provision in 2010 is primarily the result of tax refunds received by Business Staffing based on amended returns filed for 2006, 2007 and 2008.

Note 14. COMMITMENTS AND CONTINGENCIES

Note 13.COMMITMENTS AND CONTINGENCIES

Environmental Contingencies

As discussed in Note 10.,9, effective June 30, 2001, the Company purchased, a 12-year $50 million insurance policy, which is expected to cover substantially any and all environmental claims (up to the $50 million policy limit) relating to the historical operations of the Company. To the extent a pre-existing liability has not been recorded, claims made for environmental matters are recorded as litigation accruals in the Company’s consolidated financial statements pursuant to ASC 450 when it becomes probable that a loss has been incurred and the amount of such loss can be reasonably estimated. Claims accepted by the insurance company pursuant to coverage under the policy are recorded as insurance receivables when coverage is accepted and the amount to be paid by the insurance company can be reasonably estimated.

At the inception of the insurance contract, the Company created reserves based upon current information and discussions with environmental consultants, that its future environmental liabilities related to certain matters not assumed by CCG Ontario, LLC in its purchase of the Mill Site Property, as well as potential matters at Eagle Mountain and at other historical locations. These liabilities reflected management’s estimate of potential future environmental claims, remediation and related costs but did not represent known claims at the inception of the policy. As of 2010, the Company estimates that its future environmental liability and other environmental related items, including, but not limited to remediation at the Eagle Mountain Site, potential third party property damage and bodily injury claims, would be approximately $2,733,000. In the event a future claim for damages is filed against the Company that relates to the remaining $2,733,000 environmental reserve, management believes that the claim may be covered by insurance depending upon the nature and timing of the claim. See the discussion under Note 109 on the Environmental Remediation Reserve.

Pension Plans

The CompanyBSI currently sponsors a voluntary qualified 401(k) savings plan and one nonqualifiednon-qualified pension plan, available to all full-time employees. The expenses and contributions to such plans are reimbursed by the Company to BSI without mark-up or profit pursuant to the terms of an administrative services agreement between the Company and BSI. Participants may make contributions of up to 25% of their base salary and 100% of any cash bonus with the CompanyBSI matching one-half of each participant’s contribution up to 6% of compensation. The non-qualified plan that is potentially available to all full time employees mirrors the qualified 401(k) plan (“SERP 1”). All participants in SERP 1 are fully vested relative to the amounts in the plan.

In January 2007, an additional nonqualified pension plan was established that benefits twolieu of making cash contributions directly to SERP 1, BSI, with the consent of the executive officers, (“paid the amount that otherwise would have been contributed to SERP 2”). The Company placed into this1 directly to the SERP participants. As of September 30, 2012, SERP 2 previously accrued amounts due Richard E. Stoddard and Terry L. Cook as transition payments under their respective previous employment agreement. Like the terms of their previous employment agreements, the amounts inwas combined with SERP 2 remain subject1 so that there is currently only one SERP. Beginning with calendar year 2013, there will be no further contributions to forfeiture if the executive officer is terminated for “cause” as defined in such Plan (which is the same definition as contained the employment agreements of the executive officers) or if the officer should voluntarily terminate his employment. However, pursuant to the terms of SERP 2, Mr. Stoddard and Mr. Cook fully vest in SERP 2 effective as of December 31, 2011, if they are still employed

KAISER VENTURES LLC AND SUBSIDIARIES

1 by BSI which were reimbursed by the Company on that date. Further, the amountsor direct payments in lieu of contributions to SERP 2 fully vest if the executive officer is terminated without cause, is constructively terminated without cause, dies, is permanently disabled or upon completion of the initial term of their employment. SERP 2 is to be transferred to BSI with the December 31, 2011, vesting date. Once vested, payments may commence, upon the officer’s death, permanent disability, or the termination of the officer for any reason except for “cause” as defined in the Plan. See “Note 16. SUBSEQUENT EVENTS.”1.

Total expense relative to all of these plans for the years ended December 31, 20102012 and 20092011 was $66,000$18,000 and $48,000,$22,000, respectively. The expense for 2009 was reduced due to the reversal of a liability for amounts forfeited by employees which were used to fund employee’s contributions to the plans. AdditionalDuring 2010 forfeiture funds were identified in 2010 andwhich have been utilized to fund employer’s contributions to the various plans during 2011 and 2012, thereby reducing the Company’s expense for such plans. UponWith the vesting on December 31, 2011, of SERP 2 for the two executive officers, the Company will incurincurred a compensation expense which would have been $1,047,000amounting to $1,001,000 as of December 31, 2010. The actual amount of the compensation expense will not be known until the vesting of SERP 2 which will be no later than December 31, 2011.such date.

MRC Financing

Since 1995 MRC has been funded through a series of private placements to its existing equity holders. The last private placement was completed in September 2011 bringing itsthe Company’s ownership interest in MRC to 83.13%84.247%. Future funding of MRC will be requiredrequired; however, the Company has decided not to coverfund any future efforts by MRC to further the permitting of the Eagle Mountain Landfill Project. MRC has established a line of credit with the Company totaling $500,000 the proceeds of which can be used to finalize MRC’s bankruptcy. The line of credit can be increased at the discretion of the Company up to $1 million. Advances to MRC under such itemsline of credit are totally in the discretion of the

KAISER VENTURES LLC AND SUBSIDIARIES

Company, but such advances may not be fully repaid unless MRC successfully sells its remaining assets as the federal land exchange litigation appeal and the railroad repairs but there is no assurance that such funding will be obtained.a part of its bankruptcy process.

Contingent Distributions on Class B, C and D Units

Upon the sale of certain of the Company’s assets at a price equal to or greater than certain minimum sales prices, distributions will be made on the Class B, C and D Units in accordance with their respective terms. With the sale of the Company’s indirect ownership interest in the WVMRF, LLC in the second quarter of 2012, distributions totaling $771,000 were made on the Class C and D Units. For additional information, see “Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—POLICIES - Class B, C and D Units” and “Note 12.10. EQUITY” above.

Note 15. LEGAL PROCEEDINGS

Note 14.LEGAL PROCEEDINGS

In the normal course of our business we are involved in various claims and legal proceedings. Significant legal proceedings, including those which may have a material adverse effect on our business or financial condition, are summarized below. However, the following discussion does not, and is not intended to, discuss all of the litigation matters to which we may be or have become a party. Should we be unable to resolve any legal proceeding in the manner we anticipate and for a total cost within close proximity to any potential damage liability we have estimated, our business and results of operations may be materially and adversely affected.

Eagle Mountain Landfill Project Land Exchange Litigation. In October 1999, Kaiser’s wholly-owned subsidiary, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC), completed a land exchange with the BLM. This completed land exchange has been challenged in two separate federal lawsuits. In the exchange, the Company’s wholly owned subsidiary, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC) transferred approximately 2,800 acres of Kaiser-owned property along its railroad right-of-way to the BLM and a cash equalization payment in exchange for approximately 3,500 acres of land within the Eagle Mountain landfill project area. On September 20, 2005, the U. S. District Court for the Central District of California, Eastern Division, issued its opinion in which was adverse to the landfill project in that it sat aside a land exchange completed between the Company and U.S. Bureau of Land Management (“BLM”) in October 1999 as well as two BLM rights-of-way. It also effectively reinstates a reverter title issue involving the Eagle Mountain Townsite.

We and the U.S. Department of Interior appealed the decision to the U. S. 9th Circuit Court of Appeals. On November 10, 2009, a three-judge panel of the U.S. 9th Circuit Court of Appeals issued its

KAISER VENTURES LLC AND SUBSIDIARIES

decision in the Company’s land exchange litigation and landfill project appeal. (Donna Charpied,et al., Plaintiffs - Appellees v.United States Department of Interior, et al., Defendants - Appellants (Case Nos. 05-56815 and 05-56843);National Parks and Conservation Association, Plaintiff - Appellee v.Bureau of Land Management, et al., Defendants - Appellants (No. 05-56814); andNational Parks and Conservation Association, Plaintiff - Appellee v.Bureau of Land Management, et al., Defendants - Appellants (No. 05-56832)). In a 2 to 1 decision the majority opinion is adverse to the Eagle Mountain landfill project in that it upheld portions of the prior U. S. District Court ruling that set aside the completed land exchange.

We filed a petition with the U.S. 9th Circuit Court of Appeals seeking a rehearing by the original three-judge panel or an en banc review by the U.S. 9th Circuit Court of Appeals. An en banc would have involved the hearing of our case by an eleven-judge panel of the U.S. 9th Circuit Court of Appeals. On July 30, 2010, our request for an en banc hearing was denied. In Order 2010 we filed a petition with the U.S. Supreme Court requesting that it review the adverse U.S. 9th Circuit Court of Appeals. The granting of our request to review the adverse decision is totally discretionary with the U.S. Supreme Court. The timing of the decision by the U.S. Supreme Court to grant or reject our petition requesting a review of the adverse decision is discretionally with the court but most likely the decision will be announced by no later than the end of May 2011. If the U.S. Supreme Court should grant our petition to review the case would be heard in its 2011 - 2012 session.

Iron Partners Litigation.In April 2008, the Company, along with KSC Recovery, Inc. (the Kaiser Steel Corporation bankruptcy estate), and the federal government were sued by Iron Partners LLC in the U.S. District Court for the Western District of Washington (Iron Partners, LLC v. Maritime Association, United States Department of Transportation, et al., U.S. District Court, Western District Washington at Tacoma, Case No. C08-5217 RJB). TheThis case is tentatively settled with the full amount of the settlement to be paid by one of the Company’s insurance carriers. By way of background, the allegations in the case are that the Company and KSC Recovery, Inc. are the successors to the Kaiser Company, Inc. and that such company leased or owned certain property in Vancouver, Washington in the 1940’s that served as a shipyard. It is further alleged that hazardous wastes were buried on such property for which the Company is liable. The plaintiff, Iron Partners, LLC, now owns such property. The plaintiff seekssought damages under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Washington Model Toxic Control Act and under common law trespass. The City of Vancouver, Washington and another adjoining land owner have indicated that it maythey might intervene as plaintiffs in the case since a portion of the buried debris appear to extend onto property owned by the city and by the other adjoin property owner. However,While the City of Vancouver anddid not formally intervene in the matter, a settlement with the City of Vancouver was reached in 2011. The Company’s portion of such settlement was paid by one of the Company’s insurance carriers. The other property owner havehas yet to intervene in the matter.actively pursue any claim it may have. The federal government was able to secure a dismissal of all common law claims against it. The government, however, remains in the case with respect to the CERCLA claims. We initiated a third-party complaint against another company believing that such company may be responsible in whole, or in part, for some the buried debris. While we are still in the early stages of the litigation and informal discovery in this matter, we understand that the total claims are currently approximately $2.5 million. This matter has been tendered to our insurance carrier which has accepted the defensesettlement of this mattercase is subject to a reservationfinal documentation and approval by the United States Department of rights.Justice.

Portland Harbor Superfund Site. In late March 2009 KSC Recovery, Inc., the bankruptcy estate of the former KSC, and the Company were notified that they each may be a potential responsible party in connection with the investigation and clean-up of the Portland Harbor Superfund Site, Portland, Oregon. No information was provided inPresumably, the correspondence concerningallegation of being a potentially responsible party is based upon the reasons why KSC Recovery,fact that Kaiser Company, Inc. or, the Companyprior name of Kaiser Steel Corporation, constructed and managed the Swan Island Shipyard at Portland, Oregon, for and at the direction of the United States during WW II. Approximately 150 entities have been identified as a potentially responsible party and no amount of damages was alleged although apparentlyparties for the site. Apparently over $69$70 million has been spent to date just to characterize the environmental problems affecting the Portland Harbor.Harbor and a recent study estimated that remediation costs could range from $440 million to $2.2 billion depending upon the scope of the remediation and remediation standards ultimately determine for the Portland Harbor site. The Company has elected to participate in meetings which seek to settle and KSC Recovery are continuing to be inallocate among all the preliminary stages of the matter.alleged potentially responsible parties past and future investigative and remediation

KAISER VENTURES LLC AND SUBSIDIARIES

costs. KSC Recovery, Inc. and the Company have tendered this claim to their appropriate insurance carrier.carrier and the carrier is providing a defense for the claim.

Asbestos Litigation. There are pending asbestos litigation claims, primarily bodily injury, against Kaiser LLC and Kaiser Steel Corporation (the bankruptcy estate of Kaiser Steel Corporation is embodied in KSC Recovery, Inc.). There currently are approximately 127 active suits. Many of the plaintiffs allege

KAISER VENTURES LLC AND SUBSIDIARIES

that they or their family members were aboard Kaiser ships or worked in shipyards in the Oakland/San Francisco, California area or Vancouver, Washington area in the 1940’s and that the Company and/or KSC Recovery were in some manner associated with one or more shipyards or has successor liability. However, increasinglyapproximately half of the current claims relate to other facilities such as the former Kaiser Steel Mill Site Property.

Most of these lawsuits are third party premises claims alleging injury resulting from exposure to asbestos or asbestos containing products and involve multiple defendants. The Company anticipates that it, often along with KSC Recovery, will be named as a defendant in additional asbestos lawsuits. Additionally, plaintiffs are seeking to add to the shipyard sites that the Company may have historically had a connection with on halfbehalf of the United States. With a number of large manufacturers and/or installers of asbestos and asbestos containing products filing for bankruptcy over the past several years, the likelihood that additional suits will be filed against the Company has increased. In addition, the trend has been toward increasing trial damages and settlement demands. Virtually all of the complaints against us and KSC Recovery are non-specific, but involve allegations relating to pre-bankruptcy activities. It is difficult to determine the amount of damages that we could be liable for in any particular case until near the time of trial; indeed, many of these cases do not include pleadings with specific damages. The Company vigorously defends all asbestos claims as is appropriate for a particular case.

Of the claims resolved to date, more than approximately 60% have been resolved without payment to the plaintiffs. However, in 2012 there was a major claim that settled for nearly $1 million. To date, substantially all defense costs and the settlement of any claims hassettlements have been paid by third-parties. The Company believes that it currently has substantial insurance coverage for the asbestos claims and has tendered these suits to appropriate insurance carriers. However, one of the Company’s insurance policies that covers asbestos claims expires June 30, 2013.

Mine Reclamation Bankruptcy.On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Central District of California, Riverside Division, bankruptcy case number 6:11-bk-43596 (the “Bankruptcy Court”). MRC continues to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, Rules and orders of the Bankruptcy Court. On March 30, 2012, the District filed a proof of claim in MRC’s bankruptcy case. While the amount of the District’s claim is not certain from its proof of claim, it asserts that the claim could amount to or exceed “hundreds of millions of dollars.” The District further claims that it will seek recovery of its damages from Kaiser LLC independently of the bankruptcy proceeding. However, no legal proceeding against Kaiser LLC has been commenced as of the date of the filing of this Annual Report on Form 10-K. The Company and MRC will vigorously defend the allegations asserted by the District, including asserting claims against the District and others as may be appropriate. MRC believes that any option the District may have had to acquire the Landfill Project no longer exists. It is likely that there will be adversarial claim proceedings and litigation in the Bankruptcy Court.

Claims Against the KSC Bankruptcy Estate. The bankruptcy estate of KSC was officially closed by order of U.S. Bankruptcy Court for the District of Colorado on October 2, 1996. However, the bankruptcy case was reopened in 1999 in connection with certain litigation matters. Since that time, the bankruptcy case was again closed, however, the administration of KSC’s bankrupt estate will continue for several more years.

KAISER VENTURES LLC AND SUBSIDIARIES

From time to time various environmental and similar types of claims that relate to Kaiser Steel pre-bankruptcy activities, are asserted against KSC and Kaiser LLC. Excluding the asbestos claims, there has been an average of one to three such claims a year for the past several years. For example, as discussed above in “Portland Harbor Superfund Site” KSC Recovery, Inc. the KSC bankruptcy estate, was notified in late March 2009 that it was identified as a potentially responsible party in connection with the investigation and clean-up of the Portland Harbor Superfund Site. Another example is that there is the possibility of a groundwater contamination claim at the Mill Site Property. Since CCG is primarily responsible for groundwater at the former Mill Site Property, it is addressing the DTSC’s concerns. In the event a claim is being made against KSC Recovery or Kaiser LLC for this matter such claim should be covered by existing insurance. See Item 1. BUSINESS—Historical Operations and Completed Transactions—Environmental Matters.

In connection with the KSC plan of reorganization, Kaiser, as the reorganized successor to KSC, was discharged from all liabilities that may have arisen prior to confirmation of the plan, except as otherwise provided by the plan and by law. Although Kaiser believes that in general all pre-petition claims were discharged under the KSC bankruptcy plan, there have been some challenges as to the validity of the discharge of certain specified claims, such as asbestos claims. If any of these or other similar claims are ultimately determined to survive the KSC bankruptcy, or if they are not covered by insurance it could have a materially adverse effect on Kaiser’s business and value.

Note 16. SUBSEQUENT EVENTS

Note 15.SUBSEQUENT EVENTS

Effective asOn January 15, 2013, the Company’s Board of Managers unanimously approved a Plan of Dissolution and Liquidation and the close of business on December 31, 2010,Second Amended and Restated Limited Liability Company Operating Agreement for the Company, sold its Business Staffing, Inc. (“BSI”) subsidiaryboth of which remain subject to Richard Stoddard, James Verhey and to Tri-C, LLC, a limited liability company controlledapproval by Terry Cook. Messrs. Stoddard, Verhey and Cook are the executive officers of the Company.Company’s Class A members. The Board of Managers concluded that it is in the best interests of the Company and its members to dissolve and liquidate as the final step in implementing the Company’s previously approved cash maximization strategy. The Company plans on selling its remaining assets, discharging or making adequate provision for all of its known and contingent liabilities and distributing the net liquidation proceeds, if any, in one or more future distributions to members. However, there could be no further distributions to members if the Company’s remaining assets are sold for substantially less than currently anticipated and/or if liquidation expenses and actual and contingent liabilities are higher than what the Company current understands and estimates. Accordingly, the Company is not able to predict with Mr. Stoddard abstaining, unanimouslycertainty the precise nature, amount or timing of any future distributions, primarily due to our inability to predict (i) the amount of our remaining liabilities, (ii) the duration of the liquidation process and the amount that we will expend during the course of the liquidation, or (iii) the realizable net value, if any, of our remaining non-cash assets. The Board has not established a firm timetable for any interim or final distributions to the Company’s members. The target date to complete dissolution is June 30, 2014, but that date could be extended to December 31, 2014, or beyond at the discretion of the Liquidation Manager.

If the Dissolution Proposal is approved and becomes effective the sale transaction.Company will change its basis of accounting from going-concern basis, which contemplates realization of assets and satisfaction of liabilities in the normal course of business, to liquidation basis of accounting effective as of the earliest practicable date in accordance with generally accepted accounting principles. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Recorded liabilities will include the estimated costs associated with carrying out the Plan of Dissolution, including all estimated costs of the Company until all assets are sold, liabilities provided for and the Certificate of Cancellation is filed on behalf of the Company.

In addition, if the Plan of Dissolution is approved by the Company’s Class A members, the Company will immediately seek relief from the SEC to modify its reporting obligations under the Securities Exchange Act of 1934, as amended, and, in particular, to seek relief from the requirement to provide quarterly Form 10-Q Reports and audited annual financial statements. We anticipate that, if granted such relief, the Company would be required to continue filing current reports on Form 8-K to disclose material

KAISER VENTURES LLC AND SUBSIDIARIES

 

BSI was established in 2001 in connection with the conversion of Kaiser Ventures Inc. to a limited liability company. BSI is an administrative services company whose only business is currently to provide employeesevents relating to the Company. BSI is reimbursed byCompany’s dissolution and liquidation and an annual report on Form 10-K but the Company without mark-up, only for the expenses it incurs in providing services for the benefit of the Companywould no longer be filing audited financial statements and its subsidiaries. Due to its unique nature, BSI had no assets as of December 31, 2010, other than the Amended and Restated Administrative Services Agreement. BSI will continue to provide services for the Company and its subsidiariesquarterly reports on such basis in accordance with an Amended and Restated Administrative Services Agreement.

The purchase price for all of the stock of BSI was $3.00 plus the assumption of certain liabilities such as the deferred compensation obligations to those employees or prior employees that are currently participants in the Company’s supplemental executive retirement plans. BSI will be responsible for such plans going forward and will become the sponsor for each plan. Additionally, upon completion of their transfer to BSI, BSI will not be reimbursed for certain expenses associated with these plans that were or are being paid by the Company such as any taxes associated with these plans.Form 10-Q.

 

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

Item 9A.CONTROLS AND PROCEDURES

Disclosure Controls and Procedure

The Company maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report conducted by the Company’s management, under the supervision and with the participation of the Chief Executive and Chief Financial Officer, the Chief Executive and Chief Financial Officer believe that these controls and procedures are effective at the “reasonable assurance level” to ensure that the Company is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods. Specifically, infrom 2008 2009 and 2010,through 2012, the Company: (a) requested that all of the critical employees, officers and Members of the Board of Managers of the Company complete an extensive internal control and risk management questionnaire; and internally reviewed and tested its internal controls against its written procedures. The above conclusions are based upon the work performed.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). Company management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010.2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2010,2012, our internal control over financial reporting is effective based on these criteria.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

KAISER VENTURES LLC AND SUBSIDIARIES

Changes Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. However, as a result of the reduced workload after the sale of the ownership interest in the WVMRF, LLC the Company’s Controller was released on June 30, 2012. The Company’s CFO and General Counsel have assumed the control responsibilities previously held by the Controller.

KAISER VENTURES LLC AND SUBSIDIARIES

Limitations on the Effectiveness of Controls

We do not expect that the disclosure controls or our internal controls will prevent all errors and they cannot possibly prevent all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Item 9B.OTHER INFORMATION

Not applicable.

[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

PART III

 

Item 10.MANAGERS, EXECUTIVE OFFICERS AND COMPANY GOVERNANCE

BOARD OF MANAGERS

Each current Board member brings a strong and unique background and set of skills to our Board of Managers, giving our Board, as a whole, competence in a wide variety of areas including board service, management, financial and accounting expertise, the water industry, as well as the permitting and political processes in which the Company operates.

The following includes a brief biography of each member of our current Board of Managers, including each individual’s age as of March 15, 2011.1, 2013. Each biography includes specific experience, qualifications, attributes or skills that led our Board of Managers to determine that each individual serving on the Board should continue to serve on the Board of Managers. Additionally, the members of our Board, as well as our executive officers, bring a wealth of experience and history with the Company and its projects and the types of matters the Company faces on a reoccurring basis.faces. However, if the Plan of Dissolution and New Operating Agreement are approved, all members of the current Board of Managers will immediately resign except for Richard E. Stoddard and he will serve as the Liquidation Manager of the Company.

 

NAMENAME

  AGEAGE  

POSITION POSITIONWITHTHE COMPANY COMPANY                

Richard E. Stoddard

  6062  Chief Executive Officer, President and Chairman of the Board

Sarah J. Anderson

  6062  Manager

Ronald E. Bitonti

  7880  Manager

Gerald A. Fawcett

  7880  Vice Chairman

John W. Kluesener

70Manager

In November 2010 Marshall Wallach resigned from the Company’s Board of Managers. The Board appointed Sarah J. Anderson to the Board to fill the open vacancy. For additional information on these matters see the Company’s Report on Form on 8-K dated November 7, 2010. Additionally, Reynold MacDonald, the Company’s manager emeritus died in October 2010 and Todd Cole, a manager of Kaiser or its predecessor since 1989, died in February 2011.

Richard E. Stoddardwas appointed Chief Executive Officer of Kaiser in June 1988, and has held such position and/or the position of Chairman of the Board since such date. Prior to joining Kaiser in 1988, he was an attorney in private practice in Denver, Colorado. Mr. Stoddard is Chairman of the Board of Managers of Mine Reclamation, LLC and until July 1999 he served on the Board of Directors of Penske Motorsports, Inc. (“PMI”) when International Speedway Corporation acquired PMI. As of January 1, 2003, Mr. Stoddard began working less than full time for Kaiser. In addition to working on behalf of Kaiser, Mr. Stoddard works as a general business consultant with an emphasis on distressed businesses and water development opportunities. In the water development area, Mr. Stoddard is working primarily on behalf of Cadiz, Inc., a public company. As Chairman and Chief Executive Officer, Mr. Stoddard brings to the Board a detailed knowledge of all the Company’s activities as well as expertise in the water industry. If the Plan of Dissolution is approved by the Company’s Class A members, Mr. Stoddard will serve as the Liquidation Manager of the Company.

Sarah J. Andersonwas appointed to the Board in November 2010, she has 35 years of experience in accounting and financial consulting. She retired from Ernst & Young LLP in June 2008 after more than 24 years with the firm as an assurance and advisory services partner, wherein she held numerous leadership positions including managing partner of the Orange County, California office, and prior to that managing partner of the Riverside office. She has served a number of clients, both public and private. Ms. Anderson has served on a number of philanthropic and not-for-profit boards. She is the chair of the board of directors of the Pacific Symphony. She was appointed by former Governor Schwarzenegger to the California Board of Accountancy in 2007 for a four year term and was reappointed to such Board in January 2011. She is currently the immediate past president of that board. Effective March 21, 2012, American States Water Company, a public company, elected Ms. Anderson as a director of such company and its wholly-owned subsidiary, Golden States Water Company. In addition, Ms. Anderson was elected to the Board of Directors of Reliance Steel & Aluminum, Inc., a public company, effective July 24, 2012. Ms. Anderson is a Certified Public Accountant.

KAISER VENTURES LLC AND SUBSIDIARIES

 

Ronald E. Bitonti is Chairman of the Benefits Committee for the VEBA and was Chairman of the Reorganized Creditors’ Committee formed during the KSC bankruptcy until dissolution of this committee in 1991. From 1985 to 1991, Mr. Bitonti served as International Representative for the United Steelworkers of America. Mr. Bitonti retired from KSC in 1981 and has been a director or manager of Kaiser since November 1991. In addition to his knowledge and experience on behalf of to the Company, Mr. Bitonti has been and continues to be instrumental in the political and permitting areas for the Company’s projects. He also brings to the Board the perspective of one of our largest unitholders.

Gerald A. Fawcett was President and Chief Operating Officer of Kaiser Inc. from January 1996 until his retirement from full time duties on January 15, 1998. He was appointed to Kaiser’s Board on January 15, 1998, and currently serves as Vice Chairman of the Board and undertakes special projects on behalf of the Company from time-to-time. Mr. Fawcett began his employment with KSC in 1951, holding various positions in the steel company and ultimately becoming Division Superintendent of the Cold Rolled and Coated Products Division. After working five years consulting with domestic and overseas steel industry clients, Mr. Fawcett joined Kaiser in 1988 as Senior Vice President and became Executive Vice President in October 1989. He is also Vice Chairman of the Board of MRC. In addition to his executive management experience, Mr. Fawcett brings to the Company a great deal of historical experience and expertise regarding the Company and its projects as well as relationships with our existing strategic partners.

John W. Kluesenerretired from Bechtel Corporation after 35 years of work in 2007. While working for Bechtel he worked on or was project manager for various projects of various sizes including: wastewater and hazardous waste projects with a value of up to $2.6 billion; project leader for hurricane Katrina recovery projects; assisting the government of Qatar with regard to a 25 year plan for infrastructure improvements with an implementation budget of over $2 billion; and project manager for the evaluation of repairs and upgrades of for the water systems for much of Irag. In addition, Mr. Kluesener was in charge of all of Bechtel’s worldwide water and wastewater treatment, environmental assessment, permitting and remediation projects. Mr. Kluesener received his B.S. degree in Chemical Engineering from Northwestern University, his M.S. degree in water chemistry from the University of Wisconsin and his Ph. D. in water chemistry also from the University of Wisconsin. He is also the manager of a consulting company, Infrastructure Systems Consulting, that specializes in water and wastewater treatment studies. Mr. Kluesener served on the Board of Directors of Kaiser for a short period of time when it emerged from bankruptcy in 1988 because of Bechtel’s interest in the KSC bankruptcy. Mr. Kluesener brings to the Company experience in complex and large projects as well as historical experience.

INDEPENDENT MANAGERS

During 20102012 Ms. Anderson, Messrs. Bitonti, Cole and WallachKluesener were considered independent managers (directors) under applicable rules. Currently, our independent managers are Ms. Anderson and Mr. Bitonti.

COMMITTEES OF THE BOARD

Our Board has a standing Audit Committee and Human Relations Committee. If the Plan of Dissolution and New Operating Agreement are approved by the Company’s Class A members, the Audit Committee and the Human Relations Committee will terminate.

AUDIT COMMITTEE MATTERS

The duties and responsibilities of the Audit Committee are set forth in our Audit Committee Charter. The Audit Committee’s primary function is to review the financial information to be provided to our members, the financial reporting process, the system of internal controls, the audit process and the Company’s process for monitoring compliance with laws and regulations.

Under our Audit Committee Charter, the Audit Committee is solely responsible for:

KAISER VENTURES LLC AND SUBSIDIARIES

 

Hiring and firing the independent registered public accounting firm auditors for Kaiser LLC;

 

Resolving any disagreement between the independent registered public accounting firm and management; and

 

Approving all non-audit services performed by Kaiser LLC’s independent registered public accounting firm, subject to a de minimis exception.

Mr. WallachMs. Anderson served as chairman of the Audit Committee until his resignation from the Board in November 2010. Subsequent to Mr. Wallach’s resignation, Ms. Anderson was appointed to the Audit Committee and was named chairwoman of such committee. Mr. Cole served as a member of our Audit Committee during 2010. As of the date of the filing of this Report on Form 10-K the Audit Committee currently only has one member. Thus, the functions of the Audit Committee have been temporarily assumed by the full Board of Managers.2012. Our Board determined that Mr. Wallach, Mr. Cole and subsequently Ms. Anderson, and Mr. Kluesener were independent of Kaiser’s management and that they had or have accounting or financial management experience sufficient to qualify each of them as a “financial expert” under the rules issued by NASDAQ. In addition, our Board determined that Ms.

KAISER VENTURES LLC AND SUBSIDIARIES

Anderson, Mr. Wallach and Mr. Cole each qualified as an “audit committee financial expert” under current SEC rules and regulations. In addition:

During 20102012 neither Mr. WallachMs. Anderson nor Mr. ColeKluesener sat on the audit committee for more than two other public companies. Ms. Anderson currently only serves on the Audit Committee of Kaiser.

 

Each member of the Audit Committee has one vote.

 

Mr. Wallach, Mr. Cole and Ms. Anderson and Mr. Kluesener did not receive any compensation from us, other than as a manager and/or as a member of any committee appointed by the Board of Managers.

In performing its duties, the Audit Committee seeks to maintain free and open communication between the managers, the independent registered public accounting firm and our internal financial management. The Audit Committee is intended to provide an independent and, as appropriate, confidential forum in which interested parties can freely discuss information and concerns.

The Audit Committee retained Moss Adams LLP as our independent registered public accounting firm for fiscal 2010 and also retained the firm as our independent registered public accounting firm for 2011.2012.

The full Board is currently temporarily serving as the Audit Committee. In connection with our audit for 2010:2012:

 

The Audit Committee reviewed and discussed with Moss Adams LLP, our independent registered public accounting firm, their overall plans for the audit and the audit’s scope.

 

The Audit Committee during 2010 and the full Board beginning in February 2011 reviewed the fees to audit our 2012 financial statements and the fees charged for other services rendered toby Moss Adams LLP.

 

The full BoardAudit Committee reviewed and discussed the audited financial statements with our management.

 

The full BoardAudit Committee discussed with our independent registered public accounting firm the matters required to be discussed by Statement of Auditing Standards 61.

 

The full BoardAudit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, and has discussed with the independent registered public accounting firm its independence.

 

The full BoardAudit Committee also discussed with Moss Adams LLP the Company’s internal controls and procedures.

 

Ms. AndersonThe Audit Committee met in executive session with management and separately with representatives of Moss Adams LLP.

KAISER VENTURES LLC AND SUBSIDIARIES

As noted above, if the Plan of Dissolution is approved there will be no more Audit Committee and we intend to immediately seek relief from the SEC to modify our reporting obligations under the Exchange Act and, in particular, to seek relief from the requirement to provide quarterly Form 10-Q Reports and audited annual financial statements. We anticipate that, if granted such relief, we would be required to continue filing current reports on Form 8-K to disclose material events relating to our dissolution and liquidation, along with an Annual Report on Form 10-K but such report would not be required to contain audited financial statements.

HUMAN RELATIONS COMMITTEE

The duties and responsibilities of the Human Relations Committee are set forth in our Human Relations Committee Charter. Although Kaiser LLC leases its employees from Business Staffing, Inc., the Human Relations Committee, along with Business Staffing, Inc. reviews compensation and benefit programs for the employees leased to Kaiser by Business Staffing, Inc.

During 2010, The Human Relations Committee was composed of Messrs. ColeMr. Bitonti (Chairman) Bitonti and Mr. Fawcett.

KAISER VENTURES LLC AND SUBSIDIARIES

EXECUTIVE OFFICERS

The current executive officers of the Company are:

 

NAMENAME

  AGEAGE  

POSITION POSITIONWITHTHE COMPANY COMPANY                

Richard E. Stoddard

  6062  Chief Executive Officer, President and Chairman of the Board

James F. Verhey

  6365  Executive Vice President - President—Finance and Chief Financial Officer

Terry L. Cook

  5557  

Executive Vice President - President—Administration,

General Counsel and Corporate Secretary

Richard E. Stoddard’s biographical information is set forth above under “Board of Managers.”

James F. Verhey joined Kaiser and was appointed Vice President - President—Finance and Chief Financial Officer in August 1993, appointed Senior Vice President - President—Finance in January 1996, and appointed Executive Vice President of Kaiser in January 1998. In addition to his duties with Kaiser, Mr. Verhey was appointed Vice President of Finance and Chief Financial Officer of Mine Reclamation Corporation in February 1995. Mr. Verhey was a certified public accountant and spent several years with PricewaterhouseCoopers LLP in Los Angeles, California. As of October 1, 1999, Mr. Verhey began working less than full time for Kaiser. In addition to working for Kaiser, Mr. Verhey is a director of Silverado WineGrowers, LLC, which is headquarteredinvolved in several businesses in Napa California, and which owns and manages wine grape vineyards throughoutCounty, California.

Terry L. Cook joined Kaiser and was appointed General Counsel and Corporate Secretary in August 1993, became a Senior Vice President in January 1996, and was appointed Executive Vice President - President—Administration in January 2000. Mr. Cook was appointed General Counsel and Corporation Secretary of Mine Reclamation Corporation in February 1995. Prior to joining Kaiser, Mr. Cook was a partner in the Denver office of the national law firm McKenna & Cuneo (now called McKenna Long & Aldridge) specializing in business, corporate, and securities matters. Prior to his joining McKenna & Cuneo in July 1988, Mr. Cook was an attorney in private practice as a partner in a Denver, Colorado, law firm.

As described in more detail under “Item 1. BUSINESS—Cash Maximization Strategy and Proposed Dissolution of the Company and Proposed Liquidation of the Company—Proposed Dissolution of the Company”, if the Plan of Dissolution is approved by the Company’s Class A members, Mr. Stoddard will immediately become the Liquidation Manager of the Company and would no longer be an executive officer of the Company. He would become a contract consultant to the Company. Under the terms of the Transition Employment Agreement between Mr. Verhey and Business Staffing, Inc., Mr. Verhey will continue to be an executive officer

KAISER VENTURES LLC AND SUBSIDIARIES

of the Company through April 30, 2013, unless such date is mutually extended by the BSI and Mr. Verhey. However, it is anticipated that Mr. Verhey may continue to be available to the Company as a consultant. It is anticipated that Mr. Cook will continue to serve as an executive officer of the Company through the Company’s dissolution and liquidation process with a target date for the completion of that process of June 30, 2014, which date may be extended to December 31, 2014.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Act of 1934, as amended, requires certain beneficial owners of our units to file with the SEC initial reports of ownership and reports of changes in ownership of Kaiser LLC.

To our knowledge, based solely on a review of the Form 3, 4 and 5 filings with the SEC of certain beneficial owners of our Class A Units, all Section 16(a) filing requirements applicable to Section 16 reporting persons were timely filed.filed for 2012.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted an employee policy called the “Code of Business Conduct and Ethics.” This policy states our policies on, among other things, complying with laws, fair dealing, confidentiality and insider trading. The Code of Business Conduct and Ethics applies to all employees including our executive officers. This policy also creates an enforcement procedure in which employees are able to submit reports or inquiries to the Audit Committee, on a strictly confidential basis, for the committee’s independent investigation. The Company’s Code of Business Conduct and Ethics is available on the Company’s websitewww.kaiserventures.com. A copy may also be obtained free of charge by writing to us.

KAISER VENTURES LLC AND SUBSIDIARIES

Item 11.EXECUTIVE COMPENSATION

The following table sets forth the compensation information for our Chief Executive Officer, and our other two most highly compensated executive officers. (Currently, we only have three executive officers.) Over the past several years we have reduced our staffing needs due primarily to the sale of substantial assets and consummation of the merger that created the present structure.

SUMMARY COMPENSATION TABLE(1)

 

Name and

Principal Position

  Year   Salary(2)
$
   Unit
Awards(3)

$
   All Other
Compensation(4)

$
   Total
$
   Year   Salary(2)
$
   Bonus(3)
$
   Unit  Awards(4)
$
   All Other
Compensation(5)

$
   Total
$
 

Richard E. Stoddard

   2010     358,310     6,000     65,651     429,961     2012     364,044     3,114     6,636     1,203,573     1,577,367  

Chairman of the Board, President and CEO

   2009     358,310     18,851     69,022     446,183     2011     358,310     7,509     7,509     73,777     447,105  

James F. Verhey

   2010     164,279     6,000     28,659     198,938     2012     167,887     176,766     6,636     541,259     899,548  

Exec. Vice President - Finance & CFO

   2009     164,279     23,145     29,138     216,562  

Exec. Vice President—Finance & CFO

   2011     164,279     7,509     7,509     39,311     218,608  

Terry L. Cook

   2010     296,453     6,000     38,715     341,168     2012     301,197     3,114     6,636     915,522     1,226,469  

Exec. Vice President, General Counsel and Secretary

   2009     296,453     22,693     37,101     356,247     2011     296,453     7,509     7,509     46,320     357,791  

 

(1)

The “Bonus”; “Option Awards”; “Non-Equity Incentive Plan Compensation”; and “Change in Pension Value and Non-qualified Deferred Compensation Earnings” columns have been eliminated from the Summary Compensation Table because there were no reportable events/compensation earned for the applicable years for such items. While the compensation of the executive officers is paid by Business Staffing, Inc. which leases employees to the Company, such compensation is reflected

KAISER VENTURES LLC AND SUBSIDIARIES

in this Summary Compensation Table because the Company reimburses Business Staffing for these costs, without profit or mark-up.
(2)The salary amount was not reduced for any employee contributions to our 401(k) Savings Plan and Supplemental Executive Retirement Plans.

(3)This represents the cash bonus amount received by the executive officers under the terms of the Executive Officer New Revenue Bonus Incentive Plan. In addition to cash, 50% of the bonus is awarded in units. Under the terms of Mr. Verhey’s employment agreement, as it existed in 2012, he was to be paid a special bonus depending upon the sales price of the Company’s interest in WVMRF, LLC. With the sale of the ownership interest in WVMRF, LLC in April 2012, Mr. Verhey was paid a bonus of $173,652.
(4)Represents value of 25,000 Class A Units issued to each executive officer under his respective employment agreement as it existed during 2012 and for 2009 restrictedthe value of units issued by the Company to each executive officer.officer under the terms of the Executive Officer New Revenue Bonus Incentive Plan.

(4)(5)In exchange for the termination of their existing employment agreements and entering into Transition Employment Agreements effective January 1, 2013, which reduce their annual base salary and terminated or reduced certain compensation plans and benefits, payment of the cash severance of the executive officers was accelerated and paid as of December 28, 2012, with Messrs. Stoddard , Verhey and Cook being paid two year’s annual base salary totaling, $728,086, $333,814, and $602,392, respectively. In addition, Messrs. Stoddard, Verhey and Cook were paid $92,969, $57,217 and $73,007 respectively in cash in lieu of contributions to the Supplemental Executive Retirement Plan for 2012 and on their respective accelerated severance compensation. As a result of the sale of the ownership interest in WVMRF, LLC in April 2012, Messrs. Stoddard, Verhey and Cook received a distribution on their Class C Units of $359,423, $143,769, and $215,654, respectively which is reported as compensation for financial statement purposes. Our executive officers are provided with certain health insurance, disability insurance and other non-cash benefits generally available to all salaried employees and therefore are not included in this table under applicable SEC rules. The Company will pay for the unreimbursed cost of comprehensive physicals for its executive officers. In 2009 and in 2010 Mr. Stoddard received a comprehensive medical physical at an expense of $1,254 for 2009 and $2,600 for 2010. Mr. Cook andofficers every two years Mr. Verhey received a comprehensive medical physical in 2009,2011, at the Company’s expense. The expense for Mr. Cook was $730 and for Mr. Verhey $730 and was paid in 2010.the amount of $507. These amounts are included in the “All Other Compensation” column as appropriate. Our contributions to the 401(k) Savings Plan, and to the Supplemental Executive Retirement Plan in 20102012 and 20092011 are listed below.

 

   COMPANY CONTRIBUTIONS     COMPANY CONTRIBUTIONS 

NAME

  YEAR   401(k)  PLAN(a)
($)
   SERP(b)
($)
   TOTAL TO PLANS
($)
   YEAR   401 (k)  PLAN(a)
($)
   SERP(a) (b)
($)
   TOTAL TO PLANS
($)
 

Richard E. Stoddard

   2010     22,678     11,496     34,174     2012     23,096     0     23,096  
   2009     22,678     9,640     32,318     2011     22,678     13,530     34,174  

James F. Verhey

   2010     14,039     —       14,039     2012     23,096     0     23,096  
   2011     15,071     0     15,071  
   2009     14,528     —       14,528  

Terry L. Cook

   2010     22,678     6,584     29,262     2012     23,096     0     23,096  
   2009     22,678     6,900     29,578     2011     22,678     7,410     30,088  

 

(a)Reported in the “All Other Compensation” column.

(b)No contributions were made to the Limited ParticipationSupplemental Executive Deferred Compensation PlanPlans in 2012 but the amount that would have otherwise been reimbursed by the Company for such contributions was established forpaid in cash to the benefit of Mr. Stoddard and Mr. Cook in 2007.executive officers. Such amount is included under “All Other Compensation.”

KAISER VENTURES LLC AND SUBSIDIARIES

Like all other employees employed more than five (5) years, our executive officers can participate in a program under which we will pay two-thirds (2/3) of the premium on a life insurance policy or policies with a total benefit equal to approximately three (3) times an employee’s annual base salary. The premiums paid by us under this life insurance program for each of our executive officers are as follows:

 

NAME

  YEAR   COMPANY’S
PREMIUM
PAYMENTS(A)

($)
   YEAR   COMPANYS
PREMIUM
PAYMENTS(a)

($)
 

Richard E. Stoddard

   2010     1,726     2012     1,726  
   2009     1,726     2011     1,726  

James F. Verhey

   2010     1,166     2012     1,166  
   2011     1,166  
   2009     1,166  

Terry L. Cook

   2010     1,523     2012     1,523  
   2009     1,523     2011     1,523  

KAISER VENTURES LLC AND SUBSIDIARIES

 

(a)Does not include the cost of a $50,000 term life insurance policy that we pay for all employees of the Company, other than certain part-time employees.

Both Mr. Stoddard and Mr. Verhey reside outside Southern California. As a part of the terms of their employment, we pay or reimburse them for their commuting, rental car and hotel expenses as well as other miscellaneous commuting expenses such as parking fees and mileage reimbursement for use of a private vehicle.

 

      COMMUTING EXPENSES           COMMUTING EXPENSES 

NAME

  YEAR
($)
   AIRFARE
($)
   LODGING
($)
   CAR
SERVICE
($)
   RENTAL
CAR

($)
   MISC.
($)
   TOTAL
($)
 
NAME  YEAR
($)
   AIRFARE
($)
   LODGING
($)
   CAR
SERVICE
($)
   RENTAL
CAR

($)
   MISC.
($)
   TOTAL
($)
 

Richard E. Stoddard

   2010     11,474     8,676     808     4,849     1,019     26,826     2012     13,631     7,630     —       5,183     2,033     28,477  
   2011     12,228     8,459     129     5,049     2,291,019     28,154  
   2009     16,578     9,033     2,648     6,423     296     34,978  

James F. Verhey

   2010     3,606     3,584     —       3,451     2,084     12,725     2012     5,179     3,006     —       2,391     2,568     13,144  
   2009     2,345     4,306     —       3,439     2,100     12,190     2011     4,506     4,204     —       3,870     2,479     15,059  

Mr. Cook receives an annual automobile allowance of $7,200.$7,200 but such auto allowance terminated commencing with calendar year 2013.

OUTSTANDING EQUITY AWARDS AT 20102012 FISCAL YEAR-END

The Company has no outstanding options. All of the Company’s unexercised options expired as of December 31, 2008. However, under the terms of their respective January 1, 2007 employment agreement (which were terminated December 31, 2012), each executive officer was issued 25,000 Class A Units in 20092011 and in 2010.2012. The executive officers were issued 25,000 units for the year ended December 31, 2010 in January 2011 and an additional 25,000 units in October 2011 which represents an acceleration of the grant of units due for 2011. The annual equity grant due for 2012 which is normally issued around January 15th of each year was accelerated to December 31, 2012. Additionally, each of the executive officers areis to be granted restricted Class A Units under the terms of the Executive Officer New Revenue Participation if a bonus is earned. A bonus was earned for 2011 and 2012 under such Plan but due to the Board’s approval of the Plan of Dissolution, the Board elected to pay the bonus due for 2012 all in cash.

LONG-TERM INCENTIVE COMPENSATION PLAN

Kaiser Inc. provided an incentive to its executive officers through a long-term transaction incentive plan, referred to as the TIP. The TIP was designed to compensate Kaiser Inc.’s executive officers for maximizing proceeds from asset sales and resulting distributions to Kaiser Inc.’s stockholders. The TIP was terminated shortly after the merger payments were made to the participants under the plan due to the sale of the Mill Site Property, the sale of Kaiser’s Fontana Union stock to Cucamonga, and the tax benefits generated by the conversion to a limited liability company. In place of the TIP, Kaiser LLC issued Class C and Class D Units in Kaiser LLC (collectively referred to as the “Incentive Units”) to the five previous participants in the TIP (the “Participating Officers”). The terms of the Incentive Units mirror the previous cash flow incentives provided to the Participating Officers under the TIP.

KAISER VENTURES LLC AND SUBSIDIARIES

Under the terms of the Incentive Units, the Participating Officers receive cash distributions based on the cash available for distribution to our members from the proceeds realized in the sale of our remaining major assets (net of expenses and taxes) and on our operating expenses.

The terms of the Incentive Units set “threshold” and “target” sale prices for our remaining assets. The Participating Officers, as a group, receive 5% of the aggregate net proceeds from an asset sale in excess of the threshold. If the net proceeds exceedsexceed the higher target sale value, the Participating Officers, as a group, receive

KAISER VENTURES LLC AND SUBSIDIARIES

10% of the aggregate net proceeds from such sale in excess of the target. The Incentive Units do not contain a maximum cap as to the amount distributable to such units.

The Class C Units are held by Participating Officers still employed by Kaiser LLC, and, until January 15, 2013, upon a Participating Officer’s departure, all Class C Units are automatically converted into Class D Units. Two former officers of Kaiser LLC hold a total of 200 Class D Units. InThe percentage of participation in any distribution on the event a Participating Officer is terminated for “cause,” Kaiser LLC may repurchase, for a nominal value, all of that officer’s Incentive Units. Any payment to the Participating Officers will be split with a full share to each Class C Unit and a smaller shareD Units was “frozen” for eachthe Class C and D Unit which will depend on the lengthunit holders effective as of the period since its issuance.close of business December 31, 2012. The following table sets forth the number of Incentive Units held by the Participating Officers that are also named executive officers.

 

PARTICIPATING OFFICER

  CLASS C UNITS

Richard E. Stoddard

  400

Terry L. Cook

  240

James F. Verhey

  160

The Incentive Units do not have the right to vote on any matter, except as required by law. Neither the Incentive Units nor any rights to distributions with respect to such units may be transferred by any Participating Officer. The Incentive Units do not have a termination date.

Each Incentive Unit will be allocated an amount of the profits of the Company equal to the amount of any distribution with respect to such Incentive Unit, with the character (capital gain, ordinary income, etc.) of the profits to reflect the portion of each type of income recognized by the Company with respect to that asset(s) after January 1, 2002, as determined by the Board in good faith. Therefore, the total amount that Participating Officers will receive pursuant to the terms of the Incentive Units can only be determined upon sale of all of our assets and satisfaction of our general obligations and liabilities. The following table sets forth the total amount that would be earned by the Participating Officers, assuming that (i) each Participating Officer continues to work for Kaiser throughout the period; and (ii) the proceeds generated from the sale of each major remaining asset and the related cash available for distribution to members equals the specified target for such asset:asset. (The target amount has been adjusted to reflect the target amount paid as a part of the distribution on the Class D Units resulting from the sale of the WVMRF, LLC ownership interest in April 2012).

 

  PERIOD
UNTIL
PAYOUT
  ESTIMATED AGGREGATE FUTURE
PAYOUTS UNDER NON-STOCK PRICE-
BASED PLAN
   PERIOD
UNTIL
PAYOUT
  ESTIMATED AGGREGATE FUTURE
PAYOUTS UNDER NON-STOCK PRICE-
BASED PLAN
 

NAME

   THRESHOLD
($)
 TARGET
($)
   MAXIMUM
($)
    THRESHOLD
($)
 TARGET
($)
   MAXIMUM
($)
 

Richard E. Stoddard(1)

   N/A(2)   0(3)  $442,000     N/A(4)    N/A(2)   0(3)  $407,492     N/A(4) 

James F. Verhey(1)

   N/A(2)   0(3)  $176,800     N/A(4)    N/A(2)   0(3)  $162,997     N/A(4) 

Terry L. Cook(1)

   N/A(2)   0(3)  $265,200     N/A(4)    N/A(2)   0(3)  $244,495     N/A(4) 

 

(1)

The actual participation percentage of each Participating Officer in any distributions to the Incentive Units will depend on whether the Participating Officer holds Class C or Class D Units. Adjustmentwas “frozen” effective as of the individualDecember 31, 2012, with Messrs. Stoddard, Verhey and Cook participation percentages will not change the sizebeing 46.8%, 18.7% and 28.1% respectively of the total distributions.amount of any future distributions on the Class C and D Units. The remaining 6.4% would be distributed to the Class D Unit holders, which are former officers of the Company.

(2)

The right to distributions primarily depends upon the sale of Kaiser LLC’s remaining major assets for aggregate net proceeds in excess of the previously established threshold levels.

(3)

Participating Officers are only entitled to receive distributions on their Incentive Units if and when Kaiser LLC sells a remaining major asset for aggregate net proceeds in excess of the previously established sale

KAISER VENTURES LLC AND SUBSIDIARIES

price threshold for such asset, or, in the event of the sale of the Company, in excess of the previously set sale price (net of expenses and taxes) for the overall Company. If net proceeds generated from the sale exceedsexceed the applicable thresholds, then the Participating Officers, as a group, would receive as a distribution on their Incentive Units cash equal to 5% of any amount over the applicable threshold up to the applicable target.

KAISER VENTURES LLC AND SUBSIDIARIES

 

(4)

There is no maximum cap as to distribution to the holders of Incentive Units. In the event proceeds in excess of the target are generated, the Participating Officers, as a group, would receive distributions equal to 10% of the aggregate net proceeds realized in excess of the target.

There were no distributionsDue to the sale of the Company’s indirect ownership interest in WVMRF, LLC, a distribution totaling $718,846 was made on the Class C orUnits and of $51,889 was made on the Class D Units in 2009 and in 2010.April 2012. The distribution on the Class D Units is considered executive officer compensation solely for the purposes of the Company’s financial statements.

401(K) RETIREMENT PLAN

The CompanyBSI currently sponsors a combined voluntary 401(k) savings and money purchase plan. This plan is available to all full time employees. Participants may make contributions of up to 25% of their base salary and 100% of any cash bonus with the CompanyBSI matching one-half of each participant’s contribution up to 6% of compensation. The Company reimburses BSI for the actual costs of the plan other than any income tax costs resulting from such plan.

NON-QUALIFIED DEFERRED COMPENSATION PLANS

Supplemental Executive Retirement Plan. The CompanyBSI also sponsors a non-qualified deferred compensation plan which mirrors the qualified 401(k) plan discussed immediately above. Contributions to such plan commence once a participant reaches the maximum annual Social Security wage base. However, BSI has elected to “freeze” company contributions to such plan. The amount that would otherwise have been a company contribution to such plan will be paid in cash to the eligible participants. The assets of this plan are held in a “rabbi” trust.

Limited Participation Deferred Compensation Plan. A second deferred compensation plan was established in 2007 in which Richard E. Stoddard and Terry L. Cook participate. SERP 2 was established in 2007 with amounts accrued on behalf of Mr. Stoddard and Mr. Cook as transition payments under their respective former employment agreements. No additional contributions were made to SERP 2 after its initial funding in 2007. Like the terms of their previous employment agreements, the amounts in this Plan remainwere subject to forfeiture if the executive officer is terminated for “cause” as defined in the Supplemental Plan (which is the same definition as contained in the employment agreements of the executive officers) or if the officer should voluntarily terminate his employment. In addition, theAll amounts in this supplementalSERP 2 plan fully vest as ofvested on December 31, 2011, and if the executive officer2011. Since SERP 2 is terminated without cause, is constructively terminated without cause, dies, is permanently disabled or upon completion of the initial term of their employment. Oncefully vested, payments may commence, upon the officer’s death, permanent disability, or the termination of the officer for any reason. This supplement plan’s assets are held through the Trust which isin a “rabbi trust” and all investment earnings or losses shall accrue to the account of each officer under the supplemental plan. UponAs a result of the vesting of SERP 2 for the two executive officers, the Company will incurincurred a compensation expense which would have been $1,047,000was $1,001,000 as of December 31, 2010. The actual amount2011. As of January 1, 2012, BSI became the compensation expense will not be known until the vestingsole sponsor, administrator and employer for SERP 2.

As of September 30, 2012, SERP 2 whichwas combined with SERP 1 so that there is currently only one SERP. Beginning with calendar year 2013, there will be no later than December 31, 2011.further contributions to SERP 1 by BSI which were reimbursed by the Company or direct cash payments in lieu of contributions to SERP 1.

EXECUTIVE OFFICER COMPENSATION

Business Staffing, Inc. leases employees and provides administrative services to Kaiser LLC. Kaiser LLC reimburses Business Staffing for all employee and related expenses without markup or profit.

EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS-ORIGINAL EMPLOYMENT AGREEMENTS

Each of the executive officers of Kaiser haswas employed during 2012 under an employment agreement that was entered into as of January 1, 2007. TheSuch employment agreements were amended in November 2009 with the amendment clarifying the circumstances requiring the payment of severance.severance and again amended in May 2011 to provide that upon the occurrence of a change of control as that term is defined in the second amendment to the

KAISER VENTURES LLC AND SUBSIDIARIES

employment agreement, the Company shall immediately fund all severance and other benefits. The 2007 employment agreements, as amended are referenced herein as the Original Employment Agreements. However, the Original Employment Agreements were terminated as of the close of business December 31, 2012, and the executive officers entered into new Transition Employment Agreements with an effective date of January 1, 2013.

General Terms and Compensation Under the Original Employment Agreements.. Except for the name, title, duties, amount of salary, and a special bonus that may bewas earned by James Verhey upon the sale of Kaiser’s interest in the West Valley MRF, the terms of the

KAISER VENTURES LLC AND SUBSIDIARIES

Original employment agreements are the same in all material respects. The agreements commenced as of January 1, 2007, and arewere for a term of five (5) years (the “Initial Term”) and continue thereafter on a month-to-month basis until Kaiser has disposed of all of its material assets. Under the terms of the employment agreements,Original Employment Agreements, as of January 1, 2012, Messrs. Stoddard, Verhey and Cook currently have base salaries of $358,310; $164,279$364,043; $166,907 and $298,453,$301,196 respectively. Base salaries willwere to be adjusted annually by no less than utilizing the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All Items, published by the Bureau of Labor Statistics of the United Stated Department of Labor. As a result, such an adjustment was made to the base salaries of the officers as of January 1, 2012. However, as discussed in more detail below under “Transition Employment Agreements,” the cost of living adjustment was waived by the executive officers for 2012 and was terminated for future calendar years.

During the term of their employment under the Original Employment Agreements, each executive officer is to bewas awarded 25,000 Kaiser Class A Units as of January 15 of each year beginning January 15, 2007. The amount of the annual award of units was to be reviewed prior to the January 15, 2010 grant by the Board. The Board determined that the Company should continue to make such annual grants to its executive officers as a part of their respective compensation packages. In October 2011, the Board accelerated the issuance of the 25,000 units annual grant for 2011 from January 2012 to October 2011. The annual grant of units for calendar year 2012 was accelerated by fifteen days to December 31, 2012.

The discretionary annual bonus for executive officers was eliminated in their 2007the Original employment agreements. A performance based incentive bonus program was adopted to commence effective January 1, 2007, as discussed in more detail below.

Unique to Mr. Verhey’s employment agreementOriginal Employment Agreement due to his direct material involvement with the WVMRF is that if during his employment Kaiser’s ownership interest in the West Valley MRF iswas sold, he willwould be paid a special bonus based upon the collected net sales price. At this time, theThis bonus was projected bonus wouldin 2007 to be approximately $100,000 but the actual amount of the bonus would increase or decrease ifincreased to $176,766 as a result of the valuehigher sales price received for the Company’s sale of Kaiser’s West Valley MRFits 50% interest increases or decreases after January 1, 2007.in the WVMRF, LLC in April 2012.

Like all other employees, the executive officers receive medical, dental, vision, and long-term disability insurance benefits. In addition, like other employees employed more than five (5) years, the executive officers have the opportunity to participate in life insurance whereby the two-thirds (2/3) of the premium on a life insurance policy or policies with a total benefit equal to three times an employee’s salary is paid on behalf of the Employee. As in previous employment agreements, Mr. Cook receives a car allowance of $600 per month and Messrs. Stoddard and Verhey are reimbursed for their commuting costs to Ontario, California and any rental car and lodging costs. In addition, the employment agreements provide that the executive officers are entitled to reimbursement of certain wellness benefits which are directed toward an annual medical physical and a comprehensive medical physical and appropriate tests every two (2) years. If an executive fails to timely have a comprehensive physical performed, the annual award of Class A Units for such executive will be delayed until such time as the comprehensive medical physical and any related medical tests are completed.

Severance. If any officer is terminated without cause, during the Initial Term, including, among other reasons, constructive termination, such officer is entitled to receive cash severance pay equal to two (2) year’s base salary. Additionally, if an officer’s employment agreement expires, severance is due. Severance is payable in one lump sum or, if mutually agreed, over a period of time. In addition, benefits, such as health and dental insurance, continue for two years. In the event an executive officer voluntarily terminates his employment, no severance is due such officer or other additional compensation, other than the compensation due and owing up to the date of termination. The severance payments were guaranteed by Kaiser Ventures.

KAISER VENTURES LLC AND SUBSIDIARIES

Change of Control. NoneThe Original Employment Agreements of the employment agreements currently contain “changeofficers were amended in May 2011 to provide for the cash funding of control” provisions. Noseverance and other benefits for the officers upon the occurrence of a change of control. However, no compensation is due an officer upon a “change of control” absent an officer’s employment being terminated. A “change of control” is defined as: (i) the approval of any plan or proposal by the unitholders of Kaiser as required by the Kaiser’s operating agreement to dissolve and liquidate Kaiser Ventures unless its business is to be continued without any material change by an Excluded Person (as defined below); (ii) the consummation of the sale, conveyance or other disposition of all or substantially all the assets of Kaiser (in one or a series of transactions to one or more persons) other than to an Excluded Person; (iii) the consummation of a reorganization, merger, share exchange or consolidation other than with an Excluded Person (or other than where the Excluded Person is the surviving entity); (iv) any person becomes an Acquiring Person except as the result of (A) an acquisition of voting securities of Kaiser by Kaiser or (B) an acquisition of voting securities of Kaiser as authorized by the Board of Managers of Kaiser; and/or (v) the date on which there is a change in the majority of the members of the Board of Managers of Kaiser over a rolling twenty-four month period without the affirmative approval of the majority of Managers of Kaiser at the commencement of the applicable twenty-four month period. For purposes of this definition of Change of Control, the following terms will have the following meanings:

“Acquiring Person” means any person or group other than an Excluded Person who or which, alone or together with all affiliates of the Acquiring Person, is the beneficial owner of 50% or more of the voting securities of Kaiser.

“affiliate” means, with respect to any specified person, any other person controlling or controlled by, or under common control with, such specified person.

“Excluded Person” means any corporation or other entity of which at least 50% of the voting securities are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the voting securities of Kaiser immediately prior to the relevant transaction.

“group” has the meaning given in Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

“person” shall be as defined in Section 13 (h)(8)(E) of the Exchange Act.

Termination for Cause. Each executive officer can be terminated for “cause.” “Cause” is generally defined as:

a. Willful breach by an officer of any provision of his employment agreement, provided, however, if the breach is not a material breach, Business Staffing is required to give written notice of such breach and the officer shall have thirty (30) days in which to cure such breach. No written notice or cure period shall be required in the event of a willful and material breach of his agreement;

b. Gross negligence or dishonesty in the performance of the officer’s duties or possibilities under his employment agreement;

KAISER VENTURES LLC AND SUBSIDIARIES

c. Engaging in conduct or activities or holding any position that materially conflicts with the interest of, or materially interferes with the officer’s duties and responsibilities to Business Staffing, Kaiser LLC or their respective affiliates; or

d. Engaging in conduct which is materially detrimental to the business of Business Staffing, Kaiser LLC or their respective affiliates.

No severance iswas payable if an executive iswas terminated for “cause.”

KAISER VENTURES LLC AND SUBSIDIARIES

EXECUTIVE OFFICER TRANSITION EMPLOYMENT AGREEMENTS

On December 28, 2012, Business Staffing entered into a Transition Employment Agreement with each of the executive officers of the Company with the new employment agreements being effective as of January 1, 2013. The Transition Employment Agreement for each officer replaces and supersedes his respective employment Original Employment Agreement. Following is a summary of the material terms of the Transition Employment Agreements.

Reduced Annual Base Compensation. Beginning January 1, 2013, the annual base compensation of Mr. Stoddard and Mr. Cook was reduced by one-third resulting in a base compensation of $242,695 for Mr. Stoddard and of $200,798 for Mr. Cook. Upon the sale of the Company’s Eagle Mountain assets, Mr. Stoddard’s annual base compensation will be further reduced to $182,021. Mr. Cook’s annual base salary will be further reduced to $100,398 as of January 1, 2014. Mr. Verhey’s annual base salary was reduced to $160,000 beginning January 1, 2013. Mr. Verhey’s annual compensation will be reduced to $0 as of May 1, 2013, unless the Company and Mr. Verhey mutually agree to a consulting agreement prior to or after that date.

Modified and Terminated Compensation Plans and Benefits. Pursuant to the terms of the Transition Employment Agreements, the following compensation plans and benefits were modified or terminated:

Automatic Cola Adjustment Terminated Beginning Calendar Year 2013.Under the terms of the Original Employment Agreement of each executive officer, the officer automatically received a cost-of-living adjustment as of January 1 of each year. The executive officers waived the 2.5% cost-of-living adjustment that was to be received as of January 1, 2013, and agreed to terminate all future automatic cost of living adjustments.

Annual Equity Compensation Grant Termination Beginning Calendar Year 2013. Under the terms of the Original Employment Agreement, each executive officer was to be issued 25,000 Class A Units for each calendar year with the issuance to be made on or about January 15th of the following calendar year. This annual grant of 25,000 Class A Units of the Company was terminated beginning with calendar year 2013 with the issuance of the unit grants that otherwise would have been issued to each executive officer for 2012 accelerated and issued on December 31, 2012.

New Revenue Executive Officer Participation Plan Terminated Beginning Calendar Year 2013. The New Revenue Executive Officer Participation Bonus Plan, an incentive bonus plan in which the executive officers participated, was terminated beginning with calendar year 2013. The bonus payment that may be due the officers under such plan for calendar year 2012 will be paid on or before February 28, 2013.

SERP Contribution Terminated Beginning Calendar Year 2013. The contribution to the supplemental executive retirement plan that is now paid in cash is terminated beginning with calendar year 2013.

Modification of C & D Units. The Company’s Class C and D Units which are held by the Company’s current executive officers and former executive officers respectively will be modified, subject to appropriate approvals, to “freeze” the potential distribution percentage of each Class C or Class D Unit holder as of December 31, 2012.

Termination of Auto Allowance of Mr. Cook Beginning Calendar Year 2013. Pursuant to the terms of his Original Employment Agreement, Mr. Cook was paid an auto allowance of $600 per month. Beginning with calendar year 2013, such auto allowance is terminated.

Modification of Wellness Benefit. The Original Employment Agreement provided that the executive officers are entitled to reimbursement of certain wellness benefits which are directed toward an annual medical physical and a comprehensive medical physical and appropriate tests every two (2) years. Mr. Cook and Mr. Verhey will be entitled to the continuation of such wellness benefit through March 31, 2013. Mr. Stoddard’s wellness benefit was terminated beginning with calendar year 2013.

KAISER VENTURES LLC AND SUBSIDIARIES

Continuing Benefits. Like all other employees, the executive officers will continue to receive medical, dental, vision, and long-term disability insurance benefits. In addition, like other employees employed more than five (5) years, the executive officers have the opportunity to participate in life insurance whereby Business Staffing will pay two-thirds (2/3) of the premium on a life insurance policy or policies with a total benefit equal to three times an employee’s salary. As in previous employment agreements, Messrs. Stoddard and Verhey are reimbursed for their commuting costs to Ontario, California and any rental car and lodging costs.

Acceleration of the Payment of Severance and Equity Grant for 2012. In exchange for entering into the Transition Employment Agreements, the payment of cash severance equal to two (2) year’s annual base salary plus certain benefits was paid to each executive officer as of December 28, 2012. No other cash severance will be due an executive officer but Business Staffing will continue to pay benefits, such as health and dental insurance, for two years upon the termination of the employment of an executive officer. In addition, as previously noted, the annual equity grant of 25,000 Class A Units for calendar year 2012 was accelerated by 15 days to December 31, 2012.

Term of Transition Employment Agreements.Mr. Stoddard’s Transition Employment Agreement terminates at the end of the calendar month in which the Company’s members approve a plan of dissolution and liquidation for the Company. If the Plan of Dissolution and New Operating Agreement are approved by the Company’s Class A members, Mr. Stoddard will become the Liquidation Manager for the Company and he will be retained as by the Company pursuant to the Liquidation Manager Agreement between the Company and Mr. Stoddard dated January 15, 2013. Mr. Verhey’s Transition Employment Agreement is scheduled to terminate April 30, 2013, but it may be extended by the mutual agreement of BSI and Mr. Verhey on a month-by-moth basis thereafter. Mr. Cook’s Transition Employment Agreement is scheduled to terminate June 30, 2014, but may be extended to December 31, 2014.

LIQUIDATION MANAGER AGREEMENT

On January 15, 2013, the Company entered into a Liquidation Manager Agreement with Richard E. Stoddard, the Company’s current President, Chief Executive Officer, and Chairman of the Board of Managers. However, even though the Company approved and entered into the Liquidation Manager Agreement, such agreement is not effective until approval of the Plan of Dissolution by the Company’s Class A Members (the “Effective Date”). Until such time as the Liquidation Manager Agreement becomes effective, Mr. Stoddard’s Transition Employment Agreement with Business Staffing, Inc. will remain in place.

Duties and Powers of the Liquidation Manager. As of the Effective Date, Mr. Stoddard as the liquidation manager shall have all of the powers and rights conferred upon the Liquidation Manager by the Liquidation Manager Agreement, by the Plan of Dissolution and the New Operating Agreement for the Company (collectively the “Governing Documents). These powers and rights include, but are not limited to, for and on behalf of the Company, the power and right to: (i) identify, settle, compromise, litigate, establish reserves or otherwise resolve any disputed claims; (ii) sell, abandon, liquidate and otherwise convert to cash, any non-cash assets (including the receipt of installment or royalty payments) expeditiously and in such manner as he believes to be in the best interests of the Company; and (iii) employ or engage such personnel, consultants and professionals as may be necessary or appropriate to assist in the implementation of the dissolution, liquidation and winding up of the Company.

Consulting Compensation of the Liquidation Manager. As the Liquidation Manager, Mr. Stoddard will be treated and compensated as a 1099 consultant as his employment under the terms of his Transition Employment Agreement with Business Staffing will terminate. Commencing the first day of the month following the Effective Date, the Liquidation Manager shall be compensated for his consulting services to the Company and its affiliates as follows:

a.Except as described in subparagraph c below, until the transfer of substantially all of the Company’s ownership interests in KEM, Lake Tam and MRC or the assets of such entities (collectively, the

KAISER VENTURES LLC AND SUBSIDIARIES

“Eagle Mountain Assets”) to a third party in one or a series of transactions, the Liquidation Manager shall be paid a consulting fee of $23,000 per month in arrears for all of his services to the Company and its affiliates as Liquidation Manager.

b.Except as described in paragraph c below, upon the closing of the transfer of the Eagle Mountain Assets to a third-party in one or a series of transactions, the Liquidation Manager shall be compensated for all of his services performed in connection with the Liquidation Manager Agreement at the rate of $17,500 per month in arrears.

c.The Liquidation Manager’s monthly consulting compensation is scheduled to terminate on June 30, 2014, but this date may be extended up to December 31, 2014, if there is no previous transaction for the Eagle Mountain Assets and a transaction for the sale or other third-party transfer of the Eagle Mountain Assets is reasonably likely to occur on or before December 31, 2014, or if there are material uncertainties with regard to the final liquidation of the Company, such as the final resolution of all claims. Upon the cessation of the payment of the monthly consulting compensation, and if the Liquidation Manager Agreement has not been otherwise terminated, the Liquidation Manager may continue to provide services to the Company and its affiliates as provided in the Liquidation Manager Agreement (subject to the termination of the Liquidation Manager Agreement) and the Liquidation Manager shall thereafter be compensated on a contingent basis pursuant to a separate agreement or amendment to the Liquidation Manager Agreement which is to be negotiated and entered into by the Company and Mr. Stoddard on or before the Effective Date.

d.The Liquidation Manager shall be reimbursed for all his reasonable out-of-pocket expenses that he incurs in connection with performing the duties, responsibilities and obligations of the Liquidation Manager under the Governing Documents.

Termination of the Liquidation Manager Agreement.Once, and if, the Liquidation Manager Agreement becomes effective, the Liquidation Manager Agreement will terminate upon the resignation, death, permanent disability or removal of the Liquidation Manager or upon the later of:

a.The filing by the Company of a Certificate of Cancellation with the State of Delaware; or

b.Thirty (30) days following a separate entity or entities assuming all the claims of the Company and all the assets of the Company have been sold or otherwise transferred and there are no material cash assets yet to be collected or obtained.

The Member Representative, who is designated under the New Operating Agreement as Terry L. Cook, the Company’s current Executive Vice President-Administration and General Counsel (subject to the approval of the New Operating Agreement by the Company’s members), may remove the Liquidation Manager as provided in the Governing Documents. In addition, members of the Company owning collectively at least five percent (5%) of the Company (or their designated representative) may petition the Delaware Chancery Court for the removal of the Liquidation Manager for “cause.” For purposes of the Liquidation Manager Agreement, “cause” shall mean.

a.A willful material breach by the Liquidation Manager of any provision of the Governing Documents or applicable law;

b.Gross negligence or dishonesty in the performance of the Liquidation Manager’s duties;

c.Engaging in conduct or activities or holding any position that materially conflicts with the interests of the Company, its members or creditors, or materially interferes with the Liquidation Manager’s duties and responsibilities to the Company or its affiliates; or

d.An act of fraud, embezzlement or theft in connection with the Liquidation Manager’s services for the Company or its affiliates or the conviction of the Liquidation Manager of any felony.

KAISER VENTURES LLC AND SUBSIDIARIES

Current Salary of Executive Officers. SetUnder the terms of the Transition Employment Agreement for each executive officer, set forth below is the annual base salary of Kaiser’s Chief Executive Officer and each of its other named executive officers as of March 15, 2011:1, 2013:

 

NAME

  ANNUAL BASE SALARY   ANNUAL BASE
SALARY
 

Richard E. Stoddard

  $358,310    $242,695  

Terry L. Cook

  $296,453    $200,798  

James F. Verhey

  $164,279    $160,000  

EXECUTIVE OFFICER NEW REVENUE INCENTIVE PARTICIPATION PLAN

TheThrough calendar year 2012, the officers arewere eligible for an incentive bonus under the “Executive Officer New Revenue Incentive Bonus Plan” that was adopted effective January 1, 2007 (the “Performance Bonus Plan”). Under the terms of the Transition Employment Agreements, the Performance Bonus Plan was terminated effective beginning with calendar year 2013. Thus, the following information is furnished for purposes of understanding the Performance Bonus Plan as in effect through 2012.

Pursuant to this incentive plan, eighteen percent (18%) of the annual New Net Revenue of the Company, as defined in the Performance Bonus Plan shall be awarded as a bonus pool to the current executive officers and to any new executive officer as may be provided in the Performance Bonus Plan. Any performance bonus payable under the Performance Bonus Plan shall be paid equally among the executive officers and shall be paid 50% in Class A Units and 50% either in cash or by a contribution to the account of the respective officer under the SERP or any other tax deferred plan that may be established in the discretion of Business Staffing. However, due to the anticipated dissolution and liquidation of the Company, the bonus payable to the executive officers for calendar year 2012 was all in cash.

New Revenue” means all revenue generated from new lines of business or new sources of revenue for Kaiser that are not historically recurring revenues as of January 1, 2006. New Revenue does not include revenues generated from the sale of Kaiser’s existing assets and projects, except as provided in the Performance Bonus Plan, distributions from Kaiser’s interest in West Valley MRF, LLC, revenues generated as a result of landfill operations at Eagle Mountain, interest and investment income. “New Revenue Expenses” means all incremental and new direct and indirect expenses incurred in the generation of New Revenue but New Revenue Expenses shall not include the amortization or depreciation cost of any existing asset or an allocation of any fixed expense or charge, including the allocation of the base salary and benefits of existing employee positions of the Company. “Net New Revenue” is the positive difference, if any, of New Revenue less New Revenue Expenses for any give calendar year. The Performance Bonus Plan is administered by a committee composed of the individuals serving on Kaiser’s Human Relations Committee. No bonus was earned under such planBonuses for 2008 or for 20092011 and a bonus for 2010 is pending approval2012 have been approved by the Board of Managers.Managers and subsequently paid per this incentive plan. [Accordingly, the bonus for calendar year 2012 was calculated and approved on February 27, 2013, with Messrs. Stoddard, Verhey and Cook each being paid 36,5231 as a cash bonus.]

HUMAN RELATIONS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONS

During the year ending December 31, 2010,2011, the Human Relations Committee consisted of Messrs. ColeBitonti (Chairman), Bitonti, and Fawcett. Mr. Fawcett was President and Chief Operating Officer of Kaiser from January 1996, until his retirement from full time duties on January 15, 1998. Mr. Fawcett continues to performperforms very limited work for the Company from time-to-time. Mr. Fawcett’s compensation is summarized in the “Manager Compensation” table located on the next page.

KAISER VENTURES LLC AND SUBSIDIARIES

 

MANAGER COMPENSATION

During 20102012 non-employee managers were paid on the following basis:

 

DESCRIPTIONOF COMPENSATIONFOR NON-EMPLOYEE MANAGERS

  AMOUNT   AMOUNT 

Annual Cash Retainer

  $20,000    $20,000  

Chairman of Committee-Additional Annual Cash Retainer

  $5,000  $5,000

Meeting Fee-(In Person)

  $1,500    $1,500  

Meeting Fee-(Telephonic)

  $1,000    $1,000  

Annual equity grant (Class A Units)

   5,000     5,000  

 

*The chairman of the Audit Committee receives an additional $2,500 annual cash retainer.

Each grant vests on January 31st of the year following the grant, subject to acceleration upon the occurrence of certain events. Accordingly, the restricted 5,000 Class A Units granted to Messrs. Bitonti, Cole, Fawcett and Wallach in 2009, fully vested on January 31, 2010, and those granted in June 2010 vested in January 2011. However, the vesting of the 5,000 Class A Units granted to Mr. Wallach in June 2010 was accelerated by actionnon-management member of the Board of Managers to November 2010. An initialreceives an annual grant of 5,000 Class A Units. In addition, beginning in 2004 Mr. Fawcett was included in the annual unit grants. Accordingly, in a typical year a total of 20,000 Class A Units was madeare issued collectively to Ms. Anderson upon her appointment tothe members of the Board of Managers in November 2011 and such units vest in six months.Managers.

We do not provide retirement benefits for non-employee managers. The individuals serving on the Board of Managers are reimbursed for their reasonable out-of-pocked expenses incurred in serving on the Board of Managers.

MANAGER COMPENSATION TABLEFOR 20102012(1)

 

Name

  Fees
Earned or
Paid in
Cash ($)
  Unit
Awards
($)(2)
   Total
($)
 

Sarah J. Anderson(3)

   6,083    1,750     7,833  

Ronald E. Bitonti

   27,500(4)   1,750     29,250  

Todd G. Cole(5)

   36,500    1,750     38,250  

Gerald A. Fawcett(6)

   —      1,750     1,750  

Richard E. Stoddard(7)

   —      —       —    

Marshall F. Wallach(8)

   36,000    1,750     37,750  

Name

  Fees
Earned or
Paid
in Cash
($)
  Unit
Awards
($)(2)
   Total
($)
 

Sarah J. Anderson

   37,000    1,200     38,200  

Ronald E. Bitonti

   38,500(3)   1,200     39,700  

Gerald A. Fawcett(4)

   —      1,200     1,200  

Richard E. Stoddard(5)

   —      —       —    

John Kluesener(6)

   29,500    1,200     30,700  

 

(1)The “Option Awards”; “Non-Equity Incentive Plan Compensation”; “Change in Pension Value and Non-qualified Deferred Compensation”; and “All Other Compensation” columns have been eliminated from the Manager Compensation Table because there were no reportable events/compensation earned for such items in 2010.2012.

(2)The Company’s Class A Units are not publicly traded. The $.35$.24 per Class A Unit value is based upon the average sales price of the few private sales of units that did occur during the six-month period prior to the date of the unit’s issuance in June 2010.issuance.

(3)Ms. Anderson was appointed to the Board and nominated Chairman of the Board of Managers in November 2010. An initial grant of 5,000 Class A Units were issued to her upon her appointment to the Board of Managers in November 2010 which units vest six months after the date of grant.

KAISER VENTURES LLC AND SUBSIDIARIES

(4)Included in thisThis amount isdoes not include the annual retainer of $2,000 per year Mr. Bitonti receives for serving on the Board of Directors of KSC Recovery, Inc., the bankruptcy estate of Kaiser Steel Corporation. The retainer beginning in 2013 was increased to $6,000.

(5)(4)Mr. Cole passed away in February 2011.

(6)Mr. Fawcett workscurrently provides very limited work on our behalf through Business Staffing, Inc. on various matters and projects in addition to his work on the Board of Managers. Accordingly, he is considered an employee for

KAISER VENTURES LLC AND SUBSIDIARIES

compensation purposes and is paid an annual salary of $60,000. He is not paid additional compensation for serving on the Board of Managers except for the annual award of 5,000 Class A Units. Mr. Fawcett also receives, medical, dental, and vision insurance and other similar benefits made available to all employees of Business Staffing, Inc.

(7)(5)As an employee - employee—manager, Mr. Stoddard receives no additional compensation for serving on the Company’s Board of Managers. His compensation as an executive officer is summarized under “Item 10.11. EXECUTIVE COMPENSATION - COMPENSATION—Summary Compensation Table.”

(8)Mr. Wallach resigned from the Board in November 2010. Vesting of 5,000 units owned by Mr. Wallach was accelerated from January 2011 to the date of his resignation from the Board in November 2011.

[REMAINDER OOFFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

Item 12.SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS

PRINCIPAL UNIT MEMBERS

The following table sets forth, based upon the latest available filings with the Securities and Exchange Commission and from the Company’s Class A Unit member ownership list (generally reporting ownership as of December 31, 2010,2012, the number of Class A Units owned by each person known by us to own of record or beneficially five percent (5%) or more of such units.

 

Name and Address of Beneficial Owner

  Number of
Class A
Units
Beneficially
Owned
   % of Issued
and
Outstanding
Class A
Units(1)
   Number of
Class A Units
Beneficially
Owned
   % of Issued
and Outstanding
Class A Units(1)
 

Ascend Capital Holdings Corporation

One Montgomery St., Suite 3300

San Francisco, CA 94104

   656,000     9.67   656,000     9.24

Kaiser’s Voluntary Employees’ Beneficiary Association Trust (VEBA)(2)

9786 Sierra Avenue

Fontana, CA 92335

   656,987     9.68

Pension Benefit Guaranty Corporation(3)

Pacholder Associates, Inc.

8044 Montgomery Road, Suite 382

Cincinnati, OH 45236

   407,415     6.00

Kaiser’s Voluntary Employees’ Beneficiary Association Trust (VEBA)(2)

9786 Sierra Avenue

Fontana, CA 92335

   656,987     9.25

Pension Benefit Guaranty Corporation(3)

J.P Morgan Asset Management

8044 Montgomery Road, Suite 382

Cincinnati, OH 45236

   407,415     5.82

Richard E. Stoddard(4)

337 N. Vineyard Avenue, 4th Floor

Ontario, California

   429,668     6.05

Willow Creek Capital Partners

300 Drakes Landing Road, Suite 230

Greenbrae, California

   756,200     11.15   756,200     10.66

 

(1)The percentage for each member is based on the total number if issued and outstanding Class A Units as of March 15, 2011,1, 2013, including the 104,267 Class A Units reserved but not yet distributed to the Class 4A unsecured creditors of KSC and 113,250 Class A Units deemed outstanding and reserved for issuance to holders of Kaiser Ventures Inc. stock that have to convert such stock into Kaiser Ventures LLC Class A Units.

(2)VEBA received its shares in Kaiser as a creditor of the KSC bankruptcy. VEBA’s shares in Kaiser are held in trust by AST Trust Company.

(3)PBGC received its shares in Kaiser as a creditor of the KSC bankruptcy. The Company understands that Pacholder Associates, Inc.J.P. Morgan Asset Management has a contract with PBGC pursuant to which it has full and complete investment discretion with respect to substantially all of the units owned by PBGC, including the power to vote such securities. Substantially all of the PBGC’s units are held through a nominee Beat & Co.
(4)Ownership reported as of March 1, 2013.

[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

SECURITY OWNERSHIP OF MANAGEMENT

This table below reflects the number of Class A Units beneficially owned by the Company’s: (1) managers and manager nominees;managers; (2) named executive officers; and (3) all of its managers and named executive officers as a group, as of March 15, 2011, as well as the number of1, 2013. The Company has no outstanding options exercisable within 60 days of that date.

 

Name

  Class A Units
Beneficially
Owned(1)
   % of Issued
and
Outstanding
Class A Units(2)
   Class A Units
Beneficially
Owned(1)
   % of Issued
and
Outstanding
Class A Units(2)
 

Richard E. Stoddard, CEO, President & Chairman

   349,315     5.14   429,668     6.05

Gerald A. Fawcett, Vice Chairman(3)

   161,559     2.38

Gerald A. Fawcett, Vice Chairman(3)

   179,059     2.52

James F. Verhey, Executive Vice President - Finance & CFO

   206,629     3.05   195,437     2.75

Terry L. Cook, Executive Vice President - Administration, General Counsel & Corporate Secretary

   231,458     3.41   311,811     4.39

Sarah J. Anderson, Manager(4)

   5,000     *     22,500     *  

Ronald E. Bitonti, Manager(5)(4)

   49,896     *     67,396     *  

Todd G. Cole, Manager(6)

   55,188     *  

Marshall F. Wallach, Manager(7)

   59,750     *  

John Kluesener

   22,500     *  

All officers and managers as a group (7 persons)(1)

   1,218,795     18.04   1,228,371     17.31

 

*Less than one percent.

(1)The Company has no outstanding options as all previously unexercised options expired December 31, 2008.

(2)The percentage for each individual is based on the total number of issued and outstanding Class A Units (including the 104,267 Class A Units which have been issued but are reserved and not yet distributed to the Class 4A unsecured creditors of KSC and 113,250 Class A Units reserved for those who have yet to convert their Kaiser Inc. stock to Kaiser LLC Class A Units as a result of the merger).

(3)Mr. Fawcett retired as President and Chief Operating Officer of Kaiser effective January 15, 1998.

(4)Ms. Anderson was appointed to the Board in November 2010 to replace Marshall Wallach who resigned from the Board.

(5)Mr. Bitonti is Chairman of the VEBA Board of Trustees. He disclaims any beneficial ownership interest in the units beneficially owned by VEBA.

 

(6)Mr. Cole passed away in February 2011.

(7)Mr. Wallach resigned from the Board in November 2010.

Item 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE

We entered into an Amended and Restated Administrative Services Agreement with Business Staffing, Inc. (“BSI”) effective as of the close of business December 31, 2010. BSI was established in 2001 in connection with the conversion of Kaiser Ventures Inc. to a limited liability company. BSI is an administrative services company whose business is to provide staffing and administrative services to the Company. Pursuant to the Administrative Services Agreement in effect prior to January 1, 2011, BSI was reimbursed by the Company only for the expenses it incurred in providing staffing and administrative services for the benefit of the Company and its subsidiaries without mark-up or profit. BSI will continuecontinued to provide services for the Company and its subsidiaries on such basis after December 31, 2010. However, BSI willis no longer be reimbursed for certain items such as federal and state income taxes as it was prior to January 1, 2011. The Amended and Restated Administrative Services

KAISER VENTURES LLC AND SUBSIDIARIES

Agreement is for an initial two year term with such term being extended annually thereafter unless either party elects to terminate such agreement. The total amount paid (i.e., reimbursed to BSI) in 2012 was $4,060,199. BSI did not make any profit on the amount reimbursed to it.

The Company also entered into an agreement for and closed on the sale of its BSI subsidiary, as of the close of business December 31, 2010, to Richard E. Stoddard, James F. Verhey and to Tri-C, LLC, a limited liability

KAISER VENTURES LLC AND SUBSIDIARIES

company controlled by Terry L. Cook. Messrs. Stoddard, Verhey and Cook are the executive officers of the Company. The Board of Managers of the Company, with Mr. Stoddard abstaining, approved the sale transaction.

DueThe Company has determined that Business Staffing, Inc. is a variable interest entity due to naturea lack of its business, BSI had no material assetssufficient equity at risk even though the Company does not own any interest in Business Staffing, Inc. which is 100% owned by three officers of the Company. The Company has also determined it is the primary beneficiary of Business Staffing, Inc. because the Company has the power to direct activities that most significantly impact the economic performance of Business Staffing, Inc. Accordingly, the Company has consolidated this entity into the consolidated financial statements. The equity of the variable interest entity has been reflected as a non-controlling interest as of December 31, 2010, with BSI’s assets primarily being the Amended2011 and Restated Administrative Services Agreement. Additionally, the Company transferred to, and BSI assumed, as of December 31, 2010, all of the assets, obligations and responsibilities of one of the Company’s non-qualified deferred compensation plans and will be assuming such for a second non-qualified deferred compensation plan by the end of 2011. BSI was previously the sponsor of such deferred compensation plans. BSI will also continue to have the obligations and responsibilities associated with the qualified 401(k) Plan available to employees. The purchase price for all of the stock of BSI was $3.00.2012.

There iswas no material financial impact to the financial statements of the Company as a result of the sale of BSI.BSI as of the close of business December 31, 2010.

 

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditor and Fees

The Audit Committee appointed Moss Adams as the Company’s independent registered public accounting firm for 2009, 2010, 2011 and for the current fiscal year.2012.

Fees (including reimbursements for out-of-pocket expenses) paid to Moss Adams LLP for services in fiscal 20092011 and 20102012 were as follows:

 

  MOSS ADAMS LLP   MOSS ADAMS LLP 

FEE CATEGORY

  FISCAL 2009 FEES   FISCAL 2010 FEES 
Fee Category  Fiscal 2012 Fees   Fiscal 2011 Fees 

Audit – Fees

  $155,565    $151,000    $93,000,    $106,000  

Audit – Related Fees

  $—      $—      $42,000    $42,000  

Tax Fees

  $83,285    $57,925    $53,000    $86,000  

All Other Fees

  $29,389    $16,950    $59,000    $25,000  
          

 

   

 

 

Total Fees

  $268,239    $225,875    $247,000    $259,000  
          

 

   

 

 

The above Audit Fees are for the audit of the prior year’s results, the respective year’s quarterly reviews and SEC filings, all of which were paid during the respective year. Tax Fees include tax compliance (tax return preparation) and tax advice services. The above Audit-Related Fees, Tax Fees and All Other Fees shown are based upon billings dates, and may relate to the preceding fiscal year.

The Audit Committee generally approves all engagements of the independent registered accounting firm in advance including approval of the related fees. The Audit Committee approves an annual budget (and may from time to time approve amendments), which specifies projects and the approved levels of fees for each. To the extent that items are not covered in the annual budget or fees exceed the budget, management must have them approved by the Audit Committee or, if necessary between Committee meetings, by the Audit Committee chairman on behalf of the Committee. However, with the death of Todd Cole in February 2011, the full Board has temporarily assumed the duties of the Audit Committee.

[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

KAISER VENTURES LLC AND SUBSIDIARIES

 

PART IV

 

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

The following exhibits are filed as part of this Form 10-K.

EXHIBIT INDEX

(* Indicates compensation plan, contract or arrangement)

 

EXHIBIT
NUMBER

  

DOCUMENT DESCRIPTION

2.1  Second Amended Joint Plan of Organization as Modified, as filed with the United States Bankruptcy Court for the District of Colorado on September 19, 1988, incorporated by reference from Exhibit 2.1 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988.
2.2  Second Amended Joint Plan of Reorganization Modification, as filed with the United States Bankruptcy Court on September 26, 1988, incorporated by reference from Exhibit 2.2 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988.
2.3  United States Bankruptcy Court Order dated October 4, 1988, confirming the Second Amended Joint Plan of Reorganization as Modified, incorporated by reference from Exhibit 2.3 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988.
2.4  Agreement and Plan of Merger between Kaiser Ventures Inc. and Kaiser Ventures LLC, incorporated by reference from Exhibit 2.6 to Kaiser Ventures LLC Registration Statement on Form S-4, filed on October 19, 2001.
2.5  Certificate of Merger to be filed with the Secretary of State of Delaware, incorporated by reference from Exhibit 2.7 to Kaiser Ventures LLC Registration Statement on Form S-4, filed on October 19, 2001.
3.1  Certificate of Formation of Kaiser Ventures LLC, filed with the Delaware Secretary of State on July 10, 2001, incorporated by reference from Exhibit 3.3 to Kaiser Ventures LLC Registration Statement on Form S-4, filed on July 16, 2001.
3.2  Amended and Restated Kaiser Ventures LLC Operating Agreement, effective as of October 1, 2001, incorporated by reference from Exhibit 3.2 to Kaiser Ventures LLC’s Registration Statement Form S-4 filed on October 16, 2001.
3.3  First Amendment to Amended and Restated Kaiser Ventures LLC Operating Agreement, effective as of January 15, 2002, incorporated by reference from Exhibit 3.3 to Kaiser Ventures LLC’s Form 10-K Report for the year ended December 31, 2001.
3.4  Second Amendment to Amended and Restated Kaiser Ventures LLC Operating Agreement effective April 15, 2009, incorporated by reference from Exhibit 3(i) to Kaiser Ventures LLC’s Form 8-K filed on April 15, 2009.
3.5  Third Amendment to Amended and Restated Kaiser Ventures LLC Operating Agreement effective November 3, 2010, incorporated by reference from Exhibit 3(i) to Kaiser Ventures LLC’s Form 8-K dated November 3, 2010.
3.6Fourth Amendment to the Amended and Restated Kaiser Ventures LLC Operating Agreement dated May 11, 2011, incorporated by reference from Exhibit 3.1 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

  3.7Second Amended and Restated Kaiser Ventures LLC Operating Agreement as approved by Kaiser Ventures LLC’s Board of Managers on January 15, 2013, incorporated by reference from Exhibit 3.2 to Kaiser Ventures LLC’s Report on Form 8-K dated January 15, 2013.
10.1  Lease Entered into between Kaiser Eagle Mountain, Inc., and Mine Reclamation Corporation, dated November 30, 1988, incorporated by reference from Exhibit 10.1 of the Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1988.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

10.1.1  First Amendment dated December 18, 1990, to Lease dated November 30, 1990 between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from the Kaiser Ventures Inc.’s Form 8-K Report dated December 18, 1990.
10.1.2  Second Amendment dated July 29, 1994, to Lease dated November 30, 1990, between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from Exhibit 4 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ending June 30, 1994.
10.1.3  Third Amendment dated January 29, 1995, but effective as of January 1, 1995, to Lease dated November 30, 1990, between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from Exhibit 10.1.3 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1994.
10.1.4  Fourth Amendment dated effective January 1, 1996, between Kaiser Eagle Mountain, Inc. and Mine Reclamation Corporation, incorporated by reference from Exhibit 10.1.4 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1995.
10.1.5  Indemnification Agreement dated September 9, 1997 among Riverside County, Mine Reclamation Corporation, Kaiser Eagle Mountain, Inc. Eagle Mountain Reclamation, Inc. and Kaiser Ventures Inc, incorporated by reference from Exhibit 10.1 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended September 30, 1997.
10.1.6  Development Agreement to be executed upon consummation of federal land exchange among Riverside County, Mine Reclamation Corporation, Kaiser Eagle Mountain, Inc. Eagle Mountain Reclamation, Inc. and Kaiser Ventures Inc., incorporated by reference from Exhibit 10.2 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended September 30, 1997.
10.1.7  Operating Agreement for Mine Reclamation, LLC dated June 1, 2000, incorporated by reference from Exhibit 10.1.7 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 2000.
10.2  Agreement for Purchase and Sale of Real Property and Related Personal Property in Regard to the Eagle Mountain Sanitary Landfill Project and Joint Escrow Instructions between County Sanitation District No. 2 of Los Angeles County and Mine Reclamation, LLC incorporated by reference from Exhibit 10.3 of the Company’s Form 10-Q Report for the quarter ended June 30, 2000, incorporated by reference from Exhibit 10.2 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 2000.
10.3*  Employment Agreement between Business Staffing, Inc. and Richard E. Stoddard dated as of January 1, 2007, incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 8-K dated January 10, 2007.
10.3.1*  First Amended Employment Agreement between Business Staffing, Inc. and Richard E. Stoddard dated November 4, 2009, incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 10-Q for the period ended September 30, 2009.
10.3.2*Second Amendment to the Employment Agreement of Richard E. Stoddard dated May 11, 2011, incorporated by reference from Exhibit 10.1 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

10.4*Transition Employment Agreement between Business Staffing, Inc. and Richard E. Stoddard dated effective January 15, 2013, incorporated by reference from Exhibit 10.5 of the Kaiser Ventures. LLC’s 8-K dated December 28, 2012.
10.5Liquidation Manager Agreement between Kaiser Ventures LLC and Richard E. Stoddard dated January 15, 2013, (but not effective until the dissolution proposal is approved by the Company’s Class A members) of the Company, incorporated by reference to Exhibit 10.1* to Kaiser Ventures LLC 8-K dated January 15, 2013.
10.6*  Employment Agreement between Kaiser Ventures Inc. and Gerald A. Fawcett dated as of January 18, 1999, incorporated by reference from Exhibit 10.5 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1998.
10.5*  10.7*First Amendment to the Employment Letter Agreement of Gerald A. Fawcett dated May 11, 2011, incorporated by reference from Exhibit 10.4 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011.
10.8*  Employment Agreement between Business Staffing, Inc. and Terry L. Cook dated as of January 1, 2007, incorporated by reference from Exhibit 10.3 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007.
10.5.1*10.8.1*  First Amended Employment Agreement between Business Staffing, Inc. and Terry L. Cook dated November 4, 2009, incorporated by reference from Exhibit 10.3 of Kaiser Ventures LLC’s Form 10-Q for the period ended September 30, 2009.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

10.8.2*
  

DOCUMENT DESCRIPTION

Second Amendment to the Employment Agreement of Terry L. Cook dated May 11, 2011, incorporated by reference from Exhibit 10.3 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011.
10.6* 10.9*Transition Employment Agreement between Business Staffing, Inc. and Terry L. Cook effective January 15, 2013, incorporated by reference from Exhibit 10.3 of Kaiser Ventures LLC’s 8-K Report dated December 28, 2012.
10.10*  Employment Agreement between Business Staffing, Inc. and James F. Verhey dated as of January 1, 2007, incorporated by reference from Exhibit 10.2 of Kaiser Ventures LLC’s 8-K Report dated January 10, 2007.
10.6.1*10.10.1*  First Amended Employment Agreement between Business Staffing, Inc. and James F. Verhey dated November 4, 2009, incorporated by reference from Exhibit 10.2 of Kaiser Ventures LLC’s Form 10-Q for the period ended September 30, 2009.
10.7      10.10.2*  LeaseSecond Amendment to the Employment Agreement between American Trading Estate Properties (now known as Lord Baltimore Properties), Landlord and Kaiser Resources Inc., Tenant,of James F. Verhey dated June 6, 1994,May 11, 2011, incorporated by reference from Exhibit 10.8 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 1994.
10.7.1Second Amendment10.2 to Lease Agreement between Lord Baltimore Properties and Kaiser Ventures Inc. dated September 27, 1999, incorporated by reference from Exhibit 10.10.1 of Kaiser Ventures Inc.’s 10-K for the year ended December 31, 1999.
10.7.2Third Amendment to Lease Agreement between Lord Baltimore Properties and Kaiser Ventures LLC dated February 19, 2002, incorporated by reference from Exhibit 10.16.2 of Kaiser Ventures LLC Report for the year ended December 31, 2001.
10.7.3Fourth Amendment to Lease Agreement between CIP Empire Tower LLP and Kaiser Ventures LLC dated November 13, 2006 incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 10-QSB Report for the period ended September 30, 2006.
10.7.4Fifth Amendment to Lease Agreement between CPI Empire Tower LLC and Kaiser Ventures LLC dated March 16, 2009, incorporated by reference from Exhibit 10.7.4 of Kaiser Ventures 10-Q Report for the period ended March 31, 2009.2011.
10.8* 10.11*Transition Employment Agreement between Business Staffing, Inc. and James F. Verhey effective January 15, 2013, incorporated by reference from Exhibit 10.2 to Kaiser Ventures LLC’s 8-K dated December 28, 2012.
10.12*  Executive Officer New Revenue Participation Incentive Plan adopted to be effective January 1, 2007, incorporated by reference from Exhibit 10.4 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007.
10.9* 10.13*  Business Staffing, Inc. Supplemental Deferred Compensation Plan dated January 10, 2007, incorporated by reference from Exhibit 10.5 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007.
10.9.1*10.13.1*  Non-Qualified Deferred Compensation Agreement dated January 10, 2007, incorporated by reference from Exhibit 10.6 of Kaiser Ventures LLC’s Form 8-K Report dated January 10, 2007.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

10.10* 10.14*  Board of Directors Stock Plan adopted May 10, 2000, incorporated by reference from Exhibit 10.19 of Kaiser Ventures Inc.’s Form 10-K Report for the year ended December 31, 2000.
10.11  10.15  Form of Indemnification Agreement for individuals serving on the Board of Managers of Kaiser Ventures LLC, incorporated by reference from Exhibit 10.25 of Kaiser Ventures LLC’s 10-K Report for the year ended December 31, 2001.
10.12  10.16  Form of Indemnification Agreement for officers of Kaiser Ventures LLC, incorporated by reference from Exhibit 10.26 of Kaiser Ventures LLC’s 10-K Report for the year ended December 31, 2001.
10.13  10.17  Members Operating Agreement dated June 19, 1997 between Kaiser Recycling Corporation and West Valley Recycling & Transfer, Inc., incorporated by reference from Exhibit 10.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.13.110.17.1  Second Amendment to Members Operating Agreement dated December 1, 2001, incorporated by reference from Exhibit 10.18.1 of Kaiser Ventures LLC’s 10-KSB Report for the year ended December 31, 2004.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

10.13.210.17.2  Performance Guaranty and Indemnification Agreement (KRC Obligations) dated June 19, 1997 given by Kaiser Ventures Inc. for the benefit of West Valley MRF, LLC and West Valley Recycling & Transfer, Inc., incorporated by reference from Exhibit 10.1.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.14  Loan Agreement dated as of June 1, 1997 between West Valley MRF, LLC and California Pollution Control Financing Authority, incorporated by reference from Exhibit 10.2 of the Company’s 10-Q Report for the period ended June 30, 1997.
10.14.1Indenture Agreement dated as of June 1, 1997 between California Pollution Control Financing Authority and BNY Western Trust Company for the benefit of $9,500,000 California Pollution Control Financing Authority Variable Rate Demand Solid Waste Disposal Revenue Bonds (West Valley MRF, LLC Project) Series 1997A, incorporated by reference from Exhibit 10.2.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.14.2Remarketing Agreement dated as of June 1, 1997, and among West Valley MRF, LLC and Westhoff, Cone & Holmstedt and Smith Barney, Inc. with regard to $9,500,000 California Pollution Control Financing Authority Variable Rate Demand Stock Waste Disposal Revenue Bonds (West Valley MRF, LLC Project) Series 1997A, incorporated by reference from Exhibit 10.3 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.15  Reimbursement Agreement dated as of June 1, 1997 between West Valley MRF, LLC and Union Bank of California, N.A., incorporated by reference from Exhibit 10.4 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.15.1Second Amendment Agreement dated as of May 1, 2007, between West Valley MRF, LLC and Union Bank of California, N.A., incorporated by reference from Exhibit 10.18.1 of Kaiser Ventures LLC’s 10-K Report for the period ended December 31, 2008.
10.16  Guaranty and Mandatory DSR Agreement dated as of June 1, 1997 given by Kaiser Ventures Inc. and Kaiser Recycling Corporation for the benefit of Union Bank of California, N.A., incorporated by reference from Exhibit 10.4.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.16.1Guarantors’ Acknowledgment and Consent (1997 L/C) dated as of May 1, 2007, given by Kaiser Ventures LLC, Kaiser Recycling, LLC, Burrtec Waste Industries, Inc. and West Valley Recycling & Transfer, Inc. for the benefit of Union Bank of California, incorporated by reference from Exhibit 10.19.1 of Kaiser Ventures LLC’s 10-K Report for the period ended December 31, 2008.
10.17  10.18  Environmental Compliance Agreement dated as of June 19, 1997 between West Valley MRF, LLC and Union Bank of California, N.A., incorporated by reference from Exhibit 10.5 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.18  10.19  Environmental Guaranty Agreement dated as of June 19, 1997 given by Kaiser Ventures Inc. and Kaiser Recycling Corporation for the benefit of Union Bank of California, N.A., incorporated by reference from Exhibit 10.5.1 of Kaiser Ventures Inc.’s 10-Q Report for the period ended June 30, 1997.
10.18.110.19.1  First Amendment and Restated Environmental Guaranty Agreement between West Valley MRF, LLC and Union Bank of California dated May 1, 2000, incorporated by reference from Exhibit 10.4 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000.
10.19  10.20  Guaranty and Mandatory Deposit Agreement between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.1 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

10.20  10.21  First Amendment and Restated Environmental Compliance Agreement between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.2 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000.
10.21  Reimbursement Agreement between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.3 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000.
10.21.1Third Amendment Agreement (2000 L/C) dated as of May 1, 2007, between West Valley MRF, LLC and Union Bank of California, N.A., incorporated by reference from Exhibit 10.24.1 of Kaiser Ventures LLC’s 10-K Report for the period ended December 31, 2008.
10.22Loan Agreement between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.4 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000.
10.23  Loan Guaranty between West Valley MRF, LLC and Union Bank of California, N.A. dated May 1, 2000, incorporated by reference from Exhibit 10.4.5 of Kaiser Ventures Inc.’s Form 10-Q Report for the period ended June 30, 2000.
10.23.1Guarantors’ Acknowledgment and Consent (2000 L/C) dated as of May 1, 2007, between West Valley MRF, LLC and Union Bank of California, N.A., incorporated by reference from Exhibit 10.26.1 of Kaiser Ventures LLC’s 10-K Report for the period ended December 31, 2008.
10.24    Amended and Restated Administrative Services Agreement dated December 31, 2010, between Business Staffing, Inc. and the Company incorporated by reference from Exhibit 10.1 of Kaiser Ventures LLC’s Form 8-K dated December 31, 2010.
10.22.1First Amendment to the Amended and Restated Administration Service Agreement between the Company and Business Staffing, Inc. dated May 11, 2011, incorporated by reference from Exhibit 10.5 to Kaiser Ventures LLC’s Form 10-Q for the period ended March 31, 2011.
14  Code of Business Conduct and Ethics of Kaiser Ventures LLC incorporated by reference from Exhibit 14.1 of Kaiser Ventures LLC’s Form 10-K Report for the year ended December 31, 2002.

KAISER VENTURES LLC AND SUBSIDIARIES

EXHIBIT
NUMBER

DOCUMENT DESCRIPTION

21  Active subsidiaries of Kaiser Ventures LLC are: Lake Tamarisk Development, LLC; Kaiser Eagle Mountain, LLC; Kaiser Recycling, LLC; Business Staffing, Inc.; and Mine Reclamation, LLC.
24  Power of Attorney (included in the signature page).
31.1  Certificate of Richard E. Stoddard, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) filed with this Report.
31.2  Certificate of James F. Verhey, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) filed with this Report.
32  Certificates of Richard E. Stoddard, Chief Executive Officer, and James F. Verhey, Chief Financial Officer, pursuant to Section 1350, filed with this Report.
99      99.1  Amended and Restated Audit Committee Charter of Kaiser Ventures LLC adopted November 11, 2005 incorporated by reference from Exhibit 99, of Kaiser Ventures LLC’s Report on Form 10-QSB for the period ended September 30, 2005.
99.2Plan of Dissolution and Liquidation as approved by Kaiser Ventures LLC’s Board of Managers on January 15, 2013, incorporated by reference from Exhibit 99.1 to Kaiser LLC’s 8-K dated January 15, 2013.
101The following materials from Kaiser Ventures LLC’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Cash Flows; (iv) Condensed Consolidated Statements of Changes in Members’ Equity; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

(b) Reports on Form 8-K.

None.

KAISER VENTURES LLC AND SUBSIDIARIES

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 23, 20118, 2013

  KAISER VENTURES LLC
  By: 

/s/ Richard E. Stoddard

  Name: Richard E. Stoddard
  Title: President, Chief Executive Officer

and Chairman of the Board of Managers

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.

KAISER VENTURES LLC AND SUBSIDIARIES

 

(Power of Attorney)

Each person whose signature appears below constitutes and appoints RICHARD E. STODDARD and JAMES F. VERHEY as his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Signature

  

Title

  

Date

1.

Principal Executive Officer

    

/s/ Richard E. Stoddard

President, Chief ExecutiveMarch 8, 2013
Richard E. Stoddard

  

President, Chief Executive Officer and Chairman of the

Board of Managers (Principal Executive Officer)

  March 23, 2011
(Principal Executive Officer)

2.

Principal Financial and
Accounting Officer

    

/s/ James F. Verhey

James F. Verhey

  

Executive Vice President, and

March 8, 2013
James F. VerheyChief Financial Officer (Principal
Financial and Accounting Officer)

  March 23, 2011

KAISER VENTURES LLC AND SUBSIDIARIES

 

SignatureTitleDate

SIGNATURE4.

  

TITLEManagers

DATE

4. Managers

    

/s/ Sarah J. Anderson

Sarah J. Anderson

  Manager  March 23, 20118, 2013
Sarah J. Anderson

/s/ Ronald E. Bitonti

  Manager  March 23, 20118, 2013
Ronald E. Bitonti    

/s/ Gerald A. Fawcett

Gerald A. Fawcett

  Manager  March 23, 20118, 2013
Gerald A. Fawcett

/s/ John W. Kluesener

ManagerMarch 8, 2013
John W. Kluesener

 

8688