SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,SEPTEMBER 30, 2012

 

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

For the transition period fromto

Commission File Number 000-33433

 

 

KAISER VENTURES LLC

(Exact name of small business issuer as specified in its charter)

 

 

 

DELAWARE 33-0972983

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3633 East Inland Empire Blvd., Suite 480

Ontario, California 91764

(Address of principal executive offices and zip code)

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

No Change

(Former name, former address and former fiscal year, if change since last report)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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 Regulations S-T (§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  ¨

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 ¨ (Do not check if a smaller reporting company)  Smaller reporting company x

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

At MayNovember 1, 2012, the registrant had             7,002,806 Class A Units outstanding including: (i) 104,267 Class A Units outstanding but reserved for distribution to the general unsecured creditors in the Kaiser Steel Corporation bankruptcy; (ii) 113,101 Class A Units 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; and (iii) 13,000 units outstanding that are subject to certain vesting requirements.


KAISER VENTURES LLC AND SUBSIDIARIES

TABLE OF CONTENTS TO FORM 10-Q

 

     PAGE

PART I

 

FORWARD-LOOKING STATEMENTS

  1

Item 1.

 

FINANCIAL STATEMENTS

  1/1012

Item 2.

 

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

  2

Item 3.

 

CONTROLS AND PROCEDURES

  1011

FINANCIAL STATEMENTS

  1012
 

CONSOLIDATED BALANCE SHEETS

13
  11

CONSOLIDATED STATEMENTS OF OPERATIONS

15
  13

CONSOLIDATED STATEMENTS OF CASH FLOWS

16
  14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1517
PART II

PART II

Item 1.

 

LEGAL PROCEEDINGS

  2124

Item 2.

 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

  2124

Item 3.

 

DEFAULTS UPON SENIOR SECURITIES

  2124

Item 4.

 

RESERVED

  2124

Item 5.

 

OTHER INFORMATION

  2124

Item 6.

 

EXHIBITS AND REPORTS ON FORM 8-K

  2224

SIGNATURES

  2326

AVAILABILITY OF PREVIOUS REPORTS

The Company will furnish without charge, to each member, upon written request of any such person, a copy of the Company’s 2011 Annual Report on Form 10-K.10-K, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. Those requesting a copy of such report that are not currently members of the Company may also obtain a copy of the reports directly from the Company upon payment of a nominal photocopying charge. Requests for a copy of any report filed with the Securities and Exchange Commission should be directed to Executive Vice President-Administration, at 3633 East Inland Empire Boulevard, Suite 480, Ontario, California 91764. All such reports can also be accessed from the Company’s website atwww.kaiserventures.com.

The reader is encouraged to read this Report on Form 10-Q in conjunction with the Company’s 2011 Annual Report on Form 10-K, the Company’s first quarter 2012 Report on Form 10-Q and the Company’s second quarter 2012 Report on Form 10-Q as the information contained herein is often an update of the information in such report.reports.

 

i


KAISER VENTURES LLC AND SUBSIDIARIES

PART I

FORWARD-LOOKING STATEMENTS

Except for the historical statements and discussions contained herein, statements contained in this Report on Form 10-Q 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, Annual Report, 10-Q Report, 10-QSB Report, 8-K Report or press release of the Company and any amendments 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-Q 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 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: the filing by Mine Reclamation, LLC of a voluntary petition in bankruptcy pursuant to Chapter 11 of the U.S. Bankruptcy Code; pre-bankruptcy activities of Kaiser Steel Corporation, the predecessor of Kaiser, and asbestos claims; insurance coverage disputes; the results of current or threatened litigation; the challenge, reduction or loss of any claimed tax benefit or tax treatment; any obligations that could arise out of any sale of the Company’s ownership interests in Kaiser Eagle Mountain, LLC, Lake Tamarisk Development, LLC and Mine Reclamation, LLC;LLC or the assets of any such entity; 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.

ADDITIONAL INFORMATION

ADDITIONAL INFORMATION

A reader of this Report on Form 10-Q is strongly encouraged to read the entire report, together with the Company’s 2011 Annual Report on Form 10-K, the Company’s Report on Form 10-Q for the quarter ended March 31, 2012, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, for background information and a complete understanding as to material developments concerning the Company. Such report can be found on Kaiser’s website atwww.kaiserventures.com under the “Member Relations” tab.

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 to Kaiser Steel Corporation, referred to as KSC, which was an integrated steel manufacturer that filed for bankruptcy protection in 1987.

 

Item 1.FINANCIAL STATEMENTS

The Financial Statements are located at the end of Item 3, beginning on Page 1012 of this Report and are incorporated herein by this reference.

KAISER VENTURES LLC AND SUBSIDIARIES

 

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BUSINESS UPDATE

Overview

Our business is developing and monetizing as appropriate the remaining assets we received from the KSC bankruptcy. Following is a summary of our material assets other than cash and securities:

On April 2, 2012, Kaiser Recycling, LLC, a wholly-owned subsidiary of Kaiser LLC, sold its 50% ownership interest in the West Valley MRF, LLC (“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 $25,768,000. The Company will record a gain on the sale of approximately $20 million in the second quarter of 2012. For additional information on the sale transaction, please see the discussion below in “Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS –West Valley MRF.”

 

  

We own an 84.247% ownership interest in Mine Reclamation, LLC, (referred to as MRC), which had 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 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 ordersOrders of the Bankruptcy Court. 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”). During the pendency of over ten years of federal litigation involving a completed federal land exchange required for the Landfill Project, the closing date under the Landfill Project Sale Agreement had been amended numerous times since December 31, 2000, pursuant to written extension agreements between MRC and the District. Such federal litigation was ultimately lost by MRC when the U.S. Supreme Court declined in March 2011 to hear an appeal of the adverse decision of the U.S. 9th Circuit Court of Appeals. Under each of those amendments, the District had the right to either purchase the Landfill Project by waiving any unsatisfied conditions and proceed with a closing on the transaction or terminate the Landfill Project Sale Agreement. The last extension of the closing date under the Landfill Project Sale Agreement was set to expire on October 31, 2011. However, the District subsequently repudiated, on October 30, 2011, in writing, the terms of thethis 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 permitting of the Landfill Project. As a result of the District’s actions, MRC filed for bankruptcy protection in order to preserve and protect its assets and options with respect to its assets. MRC major assets are: (i) a lease with Kaiser Eagle Mountain, LLC, (referred to as “KEM”) for Landfill Project property, which lease is in default; (ii) an option to purchase Landfill Project property for $1.00 subject to the terms and conditions of such option including the right of KEM to reserve from the Landfill Project property all mineral rights from such property provided that the right to mine and process minerals shall not materially interfere with the Landfill Project; and (iii) various permits and approvals related to the Landfill Project. For additional information on MRC and the Landfill Project see below in “Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - EAGLE MOUNTAIN LANDFILL PROJECT AND MRC.

KAISER VENTURES LLC AND SUBSIDIARIES

 

We own 100% of KEM that owns and controls approximately 10,000 acres of land at Eagle Mountain, California in Riverside County near Desert Center, California (referred as the “Eagle Mountain Site”) on which exists millions of tons of iron ore resources and mined rock. With this large amount of iron ore reserves and with the current high market prices for iron ore and other commodities, we have been pursuing possible opportunities with regard to the iron ore and other mineral resources. Such efforts are continuing. A substantial portion of the Eagle Mountain Site is subject to the lease and option with MRC for the Landfill Project.

KAISER VENTURES LLC AND SUBSIDIARIES

 

We own 100% of Lake Tamarisk Development, LLC, that owns land at Lake Tamarisk near Desert Center California. Specially, Lake Tamarisk Development 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.

 

KEM and MRC continue to analyze the issues and opportunities created by the proposed hydro-electric pumped storage project at the Eagle Mountain Site including the threat of the taking of KEM’sKEM/s property by eminent domain.

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. The Company recorded a gain on the sale of $20,588,000 in the second quarter of 2012.

Cash Maximization Strategy Status

In September 2000, Kaiser Inc.’s Board of Directors approved a strategy to maximize the cash ultimately to be distributed to our owners taking into account all circumstances and applicable legal requirements. This strategy was continued with the conversion of Kaiser Inc. to a limited liability company at the end of 2001. Consistent with this strategy, Kaiser Inc. historically completed or entered into a number of transactions which resulted in Kaiser Inc. distributing a total of $12 per unit in cash to its shareholders. In particular the adverse final decision in the federal land exchange litigation in March 2011 negatively impacted MRC’s ability to pursue the Landfill Project, which in turn altered and adversely impacted the timing of the continuing implementation of the cash maximization strategy. However, with the sale by Kaiser Recycling of its ownership interest in the WVMRF, LLC, the Company’s Board of MangersManagers declared and paid a distribution of $1.50 per Class A Unit to unitholders of record as of May 9, 2012. In addition, funds were reserved for known future liabilities and for possible future contingent liabilities. Further implementation of the cash maximization strategy isand a further winding-down of the Company are dependent upon, among other things, other asset sales.the sale of its remaining assets, which the Company continues to pursue. The Company is also exploring options to further reduce its operating expenses.

Eagle Mountain Landfill Project and MRC

In 1988, the Company entered into a 100-year lease agreement (the “MRC Lease”) with MRC. MRC was seeking to develop the Company’s former iron ore mine near Eagle Mountain, California into a large, regional rail-haul, municipal solid waste landfill. On May 26, 2000, the Company also entered into a Real Estate Option Agreement (the “MRC Option”) with MRC which would permit MRC to acquire the real property for the Landfill Project upon the terms and conditions set forth in the MRC Option. The MRC Option has not yet been exercised and it currently expires on June 1,November 28, 2012, if it is not extended by mutual agreement. The Company currently owns approximately 84.247% of the Class B units and 100% of the Class A units of MRC. On October 30, 2011, MRC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy. For additional information, please see the discussion above under the first bullet point paragraph in “Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - BUSINESS UPDATE - Overview.”

KAISER VENTURES LLC AND SUBSIDIARIES

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

KAISER VENTURES LLC AND SUBSIDIARIES

Project Sale Agreement, among other things. In addition, MRC will consider and take action with respect to the proof of claims filed in the bankruptcy proceeding including whether to accept, reject, compromise or take other action with respect to any particular proof of claim that was timely and properly submitted. In addition, litigation and threatened litigation have arisen in the context of the MRC bankruptcy. For additional information, please see the discussion under “PART II. Item 1. LEGAL PROCEEDINGS.”

MRC Financing.Since Kaiser became an owner of MRC in 1995, MRC has been financed through a series of private offerings of securities to its existing equity owners. However, the Company has determined that it will not provide any future equity financing to MRC to pursue the Landfill Project, but MRC may need additional funds to complete its bankruptcy. Under certain circumstances, Kaiser LLC as well as others may become “debtor-in-possession” lenders to MRC. While Kaiser has made the determination that it will not provide future equity financing to MRC to pursue the Landfill Project, other non-related parties have expressed the desire to continue to pursue the Landfill Project in some manner.

West Valley Materials Recovery and Transfer Station

Background. WVMRF, LLC was formed in June 1997 by Kaiser Recycling Corporation (now Kaiser Recycling, LLC (formerly Kaiser Recycling, Inc.)), a wholly-owned subsidiary of Kaiser, and West Valley Recycling & Transfer, Inc., a wholly-owned subsidiary of Burrtec Waste Industries, Inc. (“Burrtec”). This entity was formed to construct and operate the materials recovery facility and is referred to as the WVMRF, LLC. This facility is permitted to receive up to 7,500 tons per day of municipal solid waste. Currently,Prior to April 2, 2012, the facility iswas processing approximately 3,000 – 3,500 + tons per day of municipal solid waste and recyclable materials.

Construction of the West Valley MRF was financed primarily by variable rate interest bonds issued by the California Pollution Control Finance Authority. As of March 31, 2012, the outstanding principal balance of the bonds fully due in June 2012, was $620,000 and due in June 2030 was $5,200,000. Union Bank of California (“Union Bank”) provides the letters of credit that support the Pollution Control Finance Authority bonds. At the time of the issuance of the bonds Kaiser LLC and Burrtec each severally guaranteed fifty percent (50%) of the principal and interest on the bonds to Union Bank in the event of a default by WVMRF, LLC.

Distribution.A cash distribution of $750,000 was received from the WVMRF, LLC during the first quarter of 2012.

Sale of Ownership Interest.On April 2,As previously discussed in the Company’s Report on Form 10-Q for the quarter ended June 30, 2012,, Kaiser LLC, Kaiser Recycling, Burrtec Waste Industries (“Burrtec”) and West Valley Recycling & Transfer, Inc. (“Buyer”WVRT”), a wholly owned subsidiary of Burrtec, entered into that certain Purchase Agreement (the “Purchase Agreement”) For Units of WVMRF, LLCon April 2, 2012, whereby Kaiser Recycling sold its ownership interest in West ValleyWVMRF, 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 $25,768,000.$25,769,000. The Company will recordrecorded a gain of approximately $20 million$20,588,000 in the second quarter of 2012. ExistingThe Company’s guaranty of the outstanding California Pollution Control Finance Authority bonds was terminated. However, existing environmental obligations and agreements of the Company and Kaiser Recycling benefiting WVMRF, LLC, BuyerWVRT and Union Bank remain in place and an escrow of $363,000 was established as a part of the sale transaction to provide certain financial assurances. However,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 guarantyenvironmental reserve which provided for such specific environmental expenses. Subsequently, an insurance policy covering certain possible contingent environmental and other related events that could arise and impact the WVMRF, LLC and others was purchased by Kaiser Recycling during the second quarter to cover certain of these exposures. The policy premium of $113,621 was paid from the escrow account. (See also, “Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - Financial Position -Environmental Remediation.”)

Distribution.A cash distribution of $750,000 was received from the WVMRF, LLC during the first quarter of 2012. As a result of the outstanding California Pollution Control Finance Authority bonds was terminated.sale by Kaiser Recycling of its ownership interest in WVMRF as April 2, 2012, no further cash distributions will be received from WVMRF, LLC.

KAISER VENTURES LLC AND SUBSIDIARIES

OPERATING RESULTS

Note on WVMRF, LLC

TheDue to the sale of our fifty percent (50%) ownership in WVMRF, LLC on April 2, 2012, the Company’s consolidated financial statements for the third quarter of 2012 do not reflect any operating results of WVMRF, LLC. However, the Company duringconsolidated financial statements for the first quarter ofnine months ended September 30, 2012 and 2011 do reflect our fifty percent (50%) ownership interest in WVMRF, LLC for the 3four month period ended February 29, 2912. In addition, even though we sold our ownership interest in WVMRF, LLC onfrom December 1, 2011 to April 2, 2012 our second quarter operating

KAISER VENTURES LLC AND SUBSIDIARIES

results will reflect(date of transaction), as compared to the results of WVMRF, LLC’s March 2012 operations.nine months ended August 31, 2011. This is due to the time required to close the books of the WVMRF, LLC and in keeping with past practice, there is a one month delay in reporting the results of WVMRF, LLCLLC.

Summary of Revenue Sources

Due to the nature of the Company’s projects and the Company’s recognition of revenues from 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 recent developments regarding its revenue sources.

Results of Operations

Analysis of Results for the Quarters Ended March 31,September 30, 2012 and 2011

Revenues. Total revenues for the firstthird quarter of 2012 were $325,000$214,000 as compared to $555,000$645,000 for the comparable period in 2011. The reasons for this decrease are discussed below.

Revenue from the Company’s equity method investment in the WVMRF, LLC decreased by $241,000$588,000 to $298,000$0 for the firstthird quarter of 2012 as compared to $539,000$588,000 for the same period in 2011. This decrease which is the direct result of decreasedthe sale of our entire member interest in the West Valley MRF on April 2, 2012. As a result of the sale, the third quarter operating profit fromresults for the WVMRF, LLC, is due primarily to lower recyclable sales resulting from a reductionCompany in recyclable commodity prices (fiber and aluminum). Additionally, the WVMRF, LLC continues to receive lower waste volumes due2012 do not include any equity income related to the lingering impacts of the U.S. economic recession. The impact of lower commodity prices was partially offset by lower recyclable rebates and buyback expenses in the first quarter of 2012.West Valley MRF as mentioned under “Note on WVMRF” above.

Revenue from Eagle Mountain operations increased for the firstthird quarter of 2012 by $11,000$157,000 to $27,000$214,000 as compared to $16,000$57,000 for 2011, primarily due to increased revenue from tenant rentalsrock and other media rentalsaggregate sales, as well as, increased water and gas & diesel sales as compared to the same period in 2011.

Operating Costs. Operating costs decreased to $743,000$502,000 for the firstthird quarter of 2012 from $7,068,000$548,000 for the same period in 2011. This decrease relates primarily to Asset Impairment expensedecreased expenses for machinery maintenance of $6,683,000, related to the Eagle Mountain Landfill investment,$15,000, legal of $29,000, outside services of $10,000, and consulting of $37,000, which was recorded in the first quarter of 2011. The reduction in Asset Impairment expense waswere partially offset by increased gas and diesel costs of $51,000. Some of these expenses relatedwere rebilled to Eagle Mountain of $281,000 including $77,000 in non-capitalized MRC expensescustomers buying rock and $82,000 in electrical repair and mechanical repairs, as well as, $45,000 in outside Consultants and $25,000 in licenses and fees.aggregate.

Corporate General and Administrative Expenses.Corporate general and administrative expenses decreasedincreased to $525,000$567,000 for the firstthird quarter of 2012 from $526,000$467,000 for the same period in 2011. This decreaseincrease is primarily related to increases in accrued bonuses of $22,000, a reduction in allocated salaries-out of $83,000 related to the netsale of an increaseour interest in the West Valley MRF, and increases in legal expenses related to the MRC bankruptcyof $32,000, which were partially offset by a reduction in outside advisor expenses of $26,000 and a decrease in other outside services during this period as compared to 2011.communication expenses of $7,000.

Net Interest and Investment Income. Net interest and investment income, for the firstthird quarter of 2012, was a gain of $23,000$20,000 compared to a gainloss of $88,000$123,000 for the same period in 2011. Of the $23,000$20,000 gain for the firstthird quarter of 2012, $14,000$24,000 was interest income, and $9,000which was offset by a $4,000 net unrealized gainloss on the Company’s short-term investments.

KAISER VENTURES LLC AND SUBSIDIARIES

LossIncome/(Loss) Before Income Tax Benefit and Allocation of Non-Controlling Interest. The Company recorded a pre-tax loss of $920,000$835,000 in the firstthird quarter of 2012 versus a pre-tax loss of $6,951,000$493,000 for the same period in 2011. The Company is taxed as a partnership and thus the Company’s annual results of operations (on an income tax basis) are allocated to the unit holders for inclusion in their respective income tax returns.

Net Income/(Net Loss) Attributable to Controlling Interest.For the third quarter of 2012, the Company reported a net loss attributable to controlling interest of $821,000, which is equal to $0.12 per unit, versus a loss of $438,000, or $0.06 per unit for the same period in 2011.

Analysis of Results for the Nine Months Ended September 30, 2012 and 2011

Revenues. Total revenues for the first nine months of 2012 were $1,095,000, compared to $1,814,000 for 2011. The reasons for this decrease are discussed below.

Revenue from the Company’s equity method investment in the West Valley MRF decreased by $1,299,000 to $391,000 as compared to $1,690,000 for 2011. This decrease is the direct result of the sale of our entire member interest in the West Valley MRF on April 2, 2012. As a result of the sale, the nine month’s operating results for the Company in 2012 only include the months December 2011 through March 2012 for the West Valley MRF as mentioned above under “Note on WVMRF”.

Revenue from Eagle Mountain operations for the first nine months of 2012 increased by $580,000 to $704,000 as compared to $124,000 for 2011. This increase is primarily due to increased revenue from rock and aggregate, water, and gas and diesel sales, and tenant rentals as compared to the same period in 2011.

Operating Costs. Operating costs decreased to $1,784,000 for the first nine months of 2012 from $8,060,000 for the same period in 2011. This decrease relates primarily to the $6,683,000 write-down of MRC’s investment in the Eagle Mountain Landfill project during the same period in 2011. Excluding this write-down, operating costs actually increased by $407,000, primarily related to increased expenses relating to machinery and electrical maintenance and supplies of $135,000; bulk fuel purchases of $118,000; licenses, fees and permits of $38,000; and legal, outside services and consultants of $84,000. Some of these expenses were rebilled to customers buying rock and aggregate.

Corporate General and Administrative Expenses.Corporate general and administrative expenses increased to $3,016,000 for the first nine months of 2012 from $1,471,000 for the same period in 2011. This increase is primarily related to the payment of bonuses and C and D Unit compensation expense of $296,000 and $771,000, respectively, which were triggered by the Company’s entire member interest in the sale of the West Valley MRF, LLC, plus $131,000 in expenses relating to employee severance. In addition, during 2012, there was an increase in legal expenses related to the MRC bankruptcy of $169,000, an increase in retirement plan expenses related to the use of previously forfeited funds at Fidelity Investments of $49,000, and, as a result of the sale of our interest in the West Valley MRF, LLC, an increase in the net compensation expense of $166,000, which amount would have been previously billed to and reimbursed by the West Valley MRF, LLC.

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% member interest in West Valley MRF, LLC on April 2, 2012.

Net Interest and Investment Income. Net interest and investment income, including unrealized gains of $112,000, for the first nine months of 2012, was a gain of $72,000 compared to a gain of $12,000 for the same period in 2011. Of the $72,000 gain for the first nine months of 2012; $60,000 relates to interest income, and $12,000 relates to net realized and unrealized gains on the Company’s short-term investments.

KAISER VENTURES LLC AND SUBSIDIARIES

 

Income/(Loss) Before Income Tax Provision and Allocation of Non-Controlling Interest. The Company recorded pre-tax income of $16,955,000 in the first nine months of 2012 versus a pre-tax loss of $7,705,000 for the same period in 2011. The Company is taxed as a partnership and thus the Company’s annual 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: (a) federal income taxes imposed on the Company’s Business Staffing Inc. subsidiary and; (b) a gross revenue tax imposed by the State of California.

Net LossIncome/(Net Loss) Attributable to Controlling Interest.For the first quarternine months of 2012, the Company incurred aearned net loss attributable to controlling interestincome of $890,000, which is equal to $0.13$17,002,000, or $2.43 per unit, versus a loss of $5,796,000,$6,465,000, or $0.86$0.95 per unit for the same period in 2011.

FINANCIAL POSITION

Cash, and Cash Equivalents and Short-Term Investments. The Company defines cash equivalents as highly liquid debt instruments with original maturities of 90 days or less. Cash and cash equivalents decreased $48,000increased $5,960,000 to $756,000$6,764,000 at March 31,September 30, 2012 from $804,000 at December 31, 2011. Included in cash and cash equivalents is $295,000$237,000 and $534,000 held solely for the benefit of MRC at March 31,September 30, 2012 and December 31, 2011, respectively.

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

 

Distributions received from the West Valley MRF

  $750,000    $750,000  

Net increase in other current assets/liabilities

   (154,000   (601,000

Increase in restricted cash

   (32,000

Net purchase and maturity of investments

   488,000     (5,809,000

Other cash used in operations

   (1,132,000

Proceeds from sale of the West Valley MRF

   25,769,000  

Distributions – Class A Units

   (10,326,000

Other cash used by operations

   (3,791,000
  

 

   

 

 

Net Decrease in Cash and Equivalents

  $(48,000

Net Increase in Cash and Equivalents

  $5,960,000  
  

 

   

 

 

Working Capital. During the first threenine months of 2012, current assets decreased $666,000increased by $11,083,000 to $3.7$15.5 million, while current liabilities decreased $231,000$39,000 to $2.0 million.$2,192,000. The decreaseincrease in current assets was the result of decreases in (a) short term investments of $479,000; (b) accounts receivable and other of $139,000; and (c) $48,000an increase in cash and equivalents as discussed above.above; (b) an increase in accounts receivable and other of $162,000; (c) an increase in restricted cash of $32,000; and (d) an increase in short term investments of $4,929,000. The decrease in current liabilities is the result of decreasesa decrease of $154,000 and $77,000$186,000 in accounts payable andoffset by an increase in accrued liabilities respectively.of $147,000. As a result, net working capital decreasedincreased during the first threenine months of 2012 by $435,000$11,122,000 to $1.7 million$13,303,000 at March 31,September 30, 2012.

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

 

Changes in Current Assets

  

Decrease in Cash and Cash Equivalent

  $(48,000

Decrease in Accounts Receivable and Other, Net

   (139,000

Decrease in Short Term Investments

   (479,000

Changes in Current Liabilities

  

Decrease in Accounts Payable

   154,000  

Decrease in Accrued Liabilities

   77,000  
  

 

 

 

Net Decrease in Working Capital

  $(435,000
  

 

 

 

Changes in Current Assets

  

Increase in Cash and Cash Equivalents

  $5,960,000  

Increase in Accounts Receivable and Other, Net

   162,000  

Increase in Restricted Cash

   32,000  

Increase in Short Term Investments

   4,929,000  

Changes in Current Liabilities

  

Decrease in Accounts Payable

   172,000  

Increase in Accrued Liabilities

   (133,000
  

 

 

 

Net Increase in Working Capital

  $11,122,000  
  

 

 

 

Accounts Receivable and Other (Net). During the first threenine months of 2012, accounts receivable and other current assets decreasedincreased by $139,000$162,000 primarily due to decreasesincreases in trade accounts receivable associated with aggregate sales at Eagle Mountain and prepaid insurance.

KAISER VENTURES LLC AND SUBSIDIARIES

Short-Term Investments. During the first threenine months of 2012, short-term investments decreasedincreased by $479,000.$4,929,000. This is primarily the result of increased investment activity utilizing a portion of the funds from the sale of investments to provide operating funds.the West Valley MRF. On March 31,September 30, 2012, the Company had $2.2$7.6 million of its excess cash reserves invested in such investments. Investments are marked to market and unrealized earnings or loss are reflected in the value of the investment and in income for the period for which they are earned. A vast majority of the invested cash is being reserved for future potential liabilities and commitments.

Investments. The Company’s equity share of income from the investment in the West Valley MRF, which totaled $298,000$391,000 for the first threenine months of the year, was offset by the receipt of cash distributions totaling $750,000 resulting in a $452,000$359,000 decrease to the Company’s investment in the West Valley MRF.

KAISER VENTURES In addition, the Company sold its entire member interest in the West Valley MRF, LLC AND SUBSIDIARIESon April 2, 2012, so the Company’s investment in the West Valley MRF, LLC was $0 at September 30, 2012.

As previously stated, the investment in the MRC Landfill Project was determined to be impaired and, therefore, was written-down by $6,683,000 during the first quarter of 2011 which was charged to earnings. As required by the ASC, all subsequent Eagle Mountain Landfill expenses will be expensed as incurred.

Other Assets. For the first threenine months of the year, there was a decrease in other assets of $80,000$235,000 which is the net result of the amortization of the environmental insurance policy of $75,000,$225,000, and depreciation of $5,000$10,000 related to buildings and equipment.

Environmental Remediation. The Company purchased, in 2001, a 12-year $50 million insurance policy to cover substantially any and all environmental claims (up to the $50 million policy limit) relating to the historical operations of the Company. As of March 31,September 30, 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 Prologis, in its purchase of the Mill Site Property in August 2000 would be approximately $2.7$2.3 million for which a reserve has been established. See Note“Note 2. “ENVIRONMENTAL- ENVIRONMENTAL MATTERS”. 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 insurance depending upon the nature and timing of the claim. In addition, in connection with the Tar Pits Parcel now owned toby Kaiser Recycling, LLC, insurance will bewas purchased in the second quarter of this year to cover possible contingent environmental related liabilities and a third party escrow of approximately $20,000$363,000 in cash was established benefitting WVMRF, LLC and others. This amount was charged against the Company’s environmental reserve which encompassed this specific environmental exposure. The $113,621 premium for the purchased policy was paid from the cash escrow.

Non-Controlling Interest.Interest in MRC. During the first threenine months of 2012, the Non-Controlling Interest decreased by $31,000$53,000 from $2,057,000 as of December 31, 2011 to $2,026,000$2,004,000 as of March 31,September 30, 2012, which is the net loss attributable to non-controlling interest for the threenine month period. As of March 31,September 30, 2012 the resulting non-controlling interest is $2,026,000,$2,004,000, which relates to the approximate 15.8% ownership interest in MRC that the Company does not own.

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

Critical Accounting Policies

The Company’s accounting policies are more fully described in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. As disclosed in the Notes to the 2011 Annual Financial Statements, the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty and therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the consolidated financial statements.

KAISER VENTURES LLC AND SUBSIDIARIES

The Company believes the following critical accounting policies, which comply with the 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 highinvestment grade or better commercial paper (Standard & Poor’s rating of “A” 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. However, the Company expects to hold these investments to maturity.

KAISER VENTURES LLC AND SUBSIDIARIES

Investment in West Valley MRF, LLC. The Company accountsaccounted for its investment in WVMRF, LLC, under the equity method of accounting because of the Company’s 50% non-controlling ownership interest. However, as discussed elsewhere in this Report, the Company’s ownership interest in WVMRF, LLC was sold on April 2, 2012.

Landfill Permitting and Development. Through its 84.247% interest in MRC, the Company 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 are recorded at cost and will be expensed when management determines that the capitalized costs provide no future benefit. However, as discussed in more detail in this Report on Form 10-Q, effective June 30, 2010 and March 31, 2011, there was a determination of impairment of MRC’s investment in the Eagle Mountain Landfill Project which resulted in write-downs of the carrying amount of such investment in our financial statements. With the determination that an impairment exists no further 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 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. In addition, a new limited environmental insurance policy for a ten year term was purchased by Kaiser Recycling as more fully discussed in “WEST VALLEY MRF AND TRANSFER STATION - Sale of Ownership Interest” above.

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

Conditional Asset Retirement Obligations. The Company accounts for certain asset retirement obligations at Eagle Mountain pursuant to ASC 410Accounting for Asset Retirement and Environmental Obligations.

Long-Lived Assets. In accordance with Section 360 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. As discussed in more detail in this Report of Form 10-Q, effective June 30, 2010 and March 31, 2011, there were determinations of impairment of the Eagle Mountain Landfill investment, a long-lived asset, which resulted in write-downs of the carrying amount of such investment in our financial statements.

KAISER VENTURES LLC AND SUBSIDIARIES

BUSINESS OUTLOOK

The statements contained in this Business Outlook, as well as in “Part I - Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Overview”, are based upon current operations and expectations. In addition to the forward-looking statements and information contained elsewhere in this Report on Form 10-Q, 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 major projects and investments as we have disclosed in previous SEC filings, and as previously discussed in this report, on April 2, 2012, we sold our fifty percent (50%) ownership interest in WVMRF, LLC. Accordingly, our principal remaining assets and projects, other than cash and securities, are: (i) our 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

KAISER VENTURES LLC AND SUBSIDIARIES

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 Development which owns property near the Eagle Mountain Site. We have no material ongoing operations except in connection with such remaining assets and projects and in connection with addressing any liabilities we may have. Our principal sources of ongoing income over the last several years have been derived from the WVMRF, LLC, investment earnings and from miscellaneous income generated at the Eagle Mountain Site. As a result of the sale of our interest in WVMRF, LLC, no further distributionsequity income will be received from WVMRF, LLC.

MRC. As discussed in more detail in “Part I - Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - BUSINESS UPDATE - Overview,” on October 30, 2011, MRC filed a voluntary petition in bankruptcy pursuant to Chapter 11 of the U.S. Bankruptcy Code. The filing was necessary to protect and preserve MRC’s assets and options. Depending upon the results of the bankruptcy process, it is possible that the value of Kaiser’s investment in MRC could be further impaired.

Mill Site Property. The only remaining Mill Site Property owned is an approximate five acre parcel referred to as the Tar Pits Parcel which is now owned by Kaiser Recycling. CCG Ontario, LLC substantially completed all material environmental remediation of this parcel pursuant to the terms of its agreement during 2002. CCG Ontario does have ongoing operations and maintenance obligation with respect to the Tar Pits Parcel. WVMRF, LLC has the right to purchase the Tar Pits Parcel for $1.00. Effective April 2, 2012, WVMRF, LLC leased material portions forof the Tar Pits Parcel from Kaiser Recycling. 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 as an additional insured for general liability purposes; and (iii) performing various maintenance and security obligations on the property being leased. In addition, a cash escrow was established in the amount of $363,000 benefiting WVMRF, LLC and others in connection with possible contingent environmental and environmental related actions, a reserve for which had been previously recorded. A limited environmental insurance policy with a term of ten years was purchased for $113,621 with the policy premium being paid from the escrowed amount.

Cash Maximization Strategy. In September 2000, Kaiser Inc.’s Board of Directors approved a strategy to maximize the cash ultimately to be distributed to our owners taking into account all circumstances and applicable legal requirements. This strategy was continued with the conversion of

KAISER VENTURES LLC AND SUBSIDIARIES

Kaiser Inc. to a limited liability company at the end of 2001. Consistent with this strategy, Kaiser Inc. historically completed or entered into a number of transactions which resulted in Kaiser Inc. distributing a total of $12 per unit in cash to its shareholders. Lengthy, but adversely completed, litigation involving the Landfill Project delayed the implementation of the goals of the cash maximization strategy. In particular the adverse final decision in the federal land exchange litigation in March 2011 negatively impacted MRC’s ability to pursue the Landfill Project, which in turn altered and adversely impacted the timing of the continuing implementation of the cash maximization strategy. However, with the sale by Kaiser Recycling of its ownership interest in the WVMRF, LLC, the Company’s Board of MangersManagers declared and paid a distribution of $1.50 per Class A Unit to unitholders of record as of May 9, 2012. In addition, funds were reserved for known future liabilities and for possible future contingent liabilities. Further implementation of the cash maximization strategy isand a further winding-down of the Company’s investment in MRC are dependent upon, among other things, other asset sales. The Company is also exploring its options to further reduce its operating expenses.

Corporate Overhead. With the sale of our ownership interest in WVMRF, LLC, it anticipated that there will bewas a reduction during the second quarter in the staffing of the Company’s accounting department to reflect the reduced requirements resulting from the sale of our interest in WVMRF, LLC and of our remaining operations and projects. The costs of such reductions, shall beincluding the payment of severance, were recorded atduring the time the decision to make such reductions is made by the Company.second quarter of 2012.

Capital Resources.Kaiser LLC expects that its current cash balances and short-term investments together with cash generated from current and future asset sales as well as expense reductions will be sufficient to satisfy the Company’s ongoing projected operating cash requirements for at least the next twelve months even after payment of the $1.50 per unit distribution declared by the Board of Managers on May 9, 2012.months.

KAISER VENTURES LLC AND SUBSIDIARIES

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.

 

Item 3.CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.

Based on its review of the Company’s disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its subsidiaries) that is required to be included in the Company’s periodic Securities and Exchange Commission filings. Specifically, the Company has: (a) requested annually 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 (b) internally reviewed and tested the implementation of its internal controls against the Company’s written control procedures. The above conclusions are based upon the work performed. There were no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Additionally,However, with the termination of two accounting positions due to the sale of Kaiser Recycling, Inc.’s ownership interest in WVMRF, LLC, including the termination of the Company’s controller position as of June 30, 2012, going forward there will be fewer individuals that will be able to review and correct any

KAISER VENTURES LLC AND SUBSIDIARIES

omission or errors that may occur in the Company’s accounting controls and procedures. The effect of this will be mitigated by the part-time employment of the now retired former controller and expanded oversight of the detailed accounting functions by the Company’s Chief Financial Officer and General Counsel. As previously noted, the effectiveness of the Company’s disclosure controls and procedures are evaluated effective as of the end of each calendar quarter.

FINANCIAL STATEMENTS

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KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(Unaudited)

as of

 

  September  30,
2012
   December  31,
2011
 
  March 31
2012
   December 31,
2011
   

ASSETS

        

Current Assets

        

Cash and cash equivalents

  $756,000    $804,000  

Cash and cash equivalents*

  $6,764,000    $804,000  

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

   4,000     143,000     317,000     155,000  

Short-term investments

   2,224,000     2,703,000     7,632,000     2,703,000  

Restricted cash and cash equivalents:

        

Pledge for LOC’s

   750,000     750,000     782,000     750,000  
  

 

   

 

   

 

   

 

 
   3,734,000     4,400,000     15,495,000     4,412,000  
  

 

   

 

   

 

   

 

 

Due from Business Staffing Inc.

   68,000     12,000  

Long-term investments

   892,000     —    
  

 

   

 

   

 

   

 

 

Eagle Mountain Landfill investment

   13,843,000     13,843,000     13,843,000     13,843,000  
  

 

   

 

   

 

   

 

 

Investment in West Valley MRF

   5,074,000     5,526,000     —       5,526,000  
  

 

   

 

   

 

   

 

 

Land

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

 

   

 

 
  

 

   

 

 

Other Assets

        

Unamortized environmental insurance premium

   375,000     450,000     225,000     450,000  

Refundable Deposits

   23,000     24,000     24,000     24,000  

Buildings and equipment (net)

   331,000     336,000     326,000     336,000  
  

 

   

 

   

 

   

 

 
   729,000     810,000     575,000     810,000  
  

 

   

 

   

 

   

 

 

Total Assets

  $25,913,000    $27,056,000    $33,270,000    $27,056,000  
  

 

   

 

   

 

   

 

 

*Account balances contain assets of the consolidated variable interest entity that can only be used to settle obligations of the variable interest entity (see Note 1) as of September 30, 2012 and December 31, 2011, respectively: cash and cash equivalents $2,556,000 and $0.

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(Unaudited)

as of

 

  September  30,
2012
   December  31,
2011
 
  March 31,
2012
   December 31,
2011
   

LIABILITIES AND MEMBERS’ EQUITY

        

Current Liabilities

        

Accounts payable

  $259,000    $413,000    $227,000    $413,000  

Conversion distribution payable

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

Accrued liabilities

   551,000     628,000     775,000     628,000  
  

 

   

 

   

 

   

 

 
   2,000,000     2,231,000     2,192,000     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  

Environmental remediation reserve

   2,698,000     2,705,000     2,319,000     2,705,000  

Other accrued liabilities

   250,000     250,000     250,000     250,000  
  

 

   

 

   

 

   

 

 
   9,626,000     9,633,000     9,247,000     9,633,000  
  

 

   

 

   

 

   

 

 

Total Liabilities

   11,626,000     11,864,000     11,439,000     11,864,000  
  

 

   

 

   

 

   

 

 

Commitments and Contingencies

        

Members’ Equity

��       

Class A units; issued and outstanding at March 31, 2012 7,002,806, at December 31, 2011 6,956,212

   12,261,000     13,135,000  

Class A units; issued and outstanding at September 30, 2012 7,002,806, at December 31, 2011 6,956,212

   19,827,000     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

   —       —       —       —    

Accumulated other comprehensive Income

   —       —       —       —    
  

 

   

 

   

 

   

 

 
   12,261,000     13,135,000     19,827,000     13,135,000  

Equity attributable to non-controlling interest

   2,026,000     2,057,000     2,004,000     2,057,000  
  

 

   

 

 
  

 

   

 

 

Total Members’ Equity

   14,287,000     15,192,000     21,831,000     15,192,000  
  

 

   

 

   

 

   

 

 

Total Liabilities and Members’ Equity

  $25,913,000    $27,056,000    $33,270,000    $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 Three and Nine Months Ended March 31September 30

 

  Three Months Ended
September 30
 Nine Months Ended
September 30
 
  2012 2011   2012 2011 2012 2011 

Revenues

        

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

  $298,000   $539,000    $—     $588,000   $391,000   $1,690,000  

Eagle Mountain revenues

   27,000    16,000     214,000    57,000    704,000    124,000  
  

 

  

 

   

 

  

 

  

 

  

 

 

Total revenues

   325,000    555,000     214,000    645,000    1,095,000    1,814,000  
  

 

  

 

   

 

  

 

  

 

  

 

 

Operating Costs

        

Environmental insurance premium amortization

   75,000    75,000     75,000    75,000    225,000    225,000  

Eagle Mountain Landfill investment impairment expense

   —      6,683,000  

Eagle Mountain Landfill investment impairment expenses

   —      —      —      6,683,000  

Non-capitalized MRC expenses

   197,000    120,000     73,000    80,000    339,000    349,000  

Expenses related to Eagle Mountain

   471,000    190,000     354,000    393,000    1,220,000    803,000  
  

 

  

 

   

 

  

 

  

 

  

 

 

Total resource operating costs

   743,000    7,068,000  

Total operating costs

   502,000    548,000    1,784,000    8,060,000  
  

 

  

 

   

 

  

 

  

 

  

 

 

Gross Loss

   (418,000  (6,513,000

Gross Income (Loss)

   (288,000  97,000    (689,000  (6,246,000

Corporate General and Administrative Expenses

        

Total corporate and administrative expenses

   525,000    526,000  

West Valley MRF sale bonuses

   —      —      296,000    —    

C&D Unit compensation expense

   —      —      771,000    —    

Employee severance expenses

   —      —      131,000    —    

Other corporate general and administrative expenses

   567,000    467,000    1,818,000    1,471,000  
  

 

  

 

  

 

  

 

 

Total corporate and administrative expense

   567,000    467,000    3,016,000    1,471,000  
  

 

  

 

   

 

  

 

  

 

  

 

 

Loss from Operations

   (943,000  (7,039,000   (855,000  (370,000  (3,705,000  (7,717,000

Fair Value Adjustments of Available for Sale Securities

   9,000    51,000     (4,000  (166,000  12,000    (110,000

Net Interest and Investment Income

   14,000    37,000     24,000    43,000    60,000    122,000  
  

 

  

 

 

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

   (920,000  (6,951,000

Gain on sale of West Valley MRF, LLC Member interest

   —      —      20,588,000    —    
  

 

  

 

  

 

  

 

 

Income/(loss) before Income Tax Provision and allocation of

non-controlling interest

   (835,000  (493,000  16,955,000    (7,705,000

Income Tax Provision (Benefit)

   1,000    (8,000   (3,000  (42,000  6,000    (54,000
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Loss before allocation of non-controlling interest

  $(921,000 $(6,943,000

Net Income/(loss) before allocation of non-controlling

interest

   (832,000  (451,000  16,949,000    (7,651,000
  

 

  

 

 

Net Loss attributable to non-controlling interest

  $(31,000 $(1,147,000

Net loss attributable to non-controlling interest

   (11,000  (13,000  (53,000  (1,186,000
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Loss attributable to controlling interest

  $(890,000 $(5,796,000

Net Income/(loss) net attributable to controlling interest

  $(821,000 $(438,000 $17,002,000   $(6,465,000
  

 

  

 

   

 

  

 

  

 

  

 

 

Basic Loss Per Unit

  $(0.13 $(0.86

Basic Income/(Loss) Per Unit

  $(0.12 $(0.06 $2.43   $(0.95
  

 

  

 

   

 

  

 

  

 

  

 

 

Diluted Loss Per Unit

  $(0.13 $(0.86

Diluted Income/(Loss) Per Unit

  $(0.12 $(0.06 $2.43   $(0.95
  

 

  

 

   

 

  

 

  

 

  

 

 

Basic Weighted Average Number of Units Outstanding

   6,979,000    6,772,000     7,003,000    6,871,000    7,003,000    6,822,000  

Diluted Weighted Average Number of Units Outstanding

   6,979,000    6,772,000     7,003,000    6,871,000    7,003,000    6,822,000  

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the ThreeNine Months Ended March 31September 30

(Unaudited)

 

  2012 2011   2012 2011 

Cash Flows from Operating Activities

      

Total Net Loss

  $(921,000 $(6,943,000

Adjustments to reconcile net loss to net cash used in operating activities

   

Income/(Loss) before allocation of a non-controlling interest

  $16,949,000   $(7,651,000

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

   

Investment impairment expense

   —      6,683,000     —      6,683,000  

Net realized and unrealized gain on investments

   (9,000  (51,000

Equity income recorded

   (298,000  (539,000

Net realized and unrealized (gain) loss on investments

   (12,000  110,000  

Equity income recorded from West Valley MRF, LLC

   (391,000  (1,689,000

Cash distributions received from West Valley

   750,000    500,000     750,000    1,250,000  

Gain on sale of West Valley MRF, LLC member interest

   (20,588,000  —    

Depreciation and amortization

   80,000    79,000     235,000    239,000  

Class A Units / stock-based compensation expense

   16,000    27,000     16,000    57,000  

Changes in assets:

      

Receivables and other

   84,000    (154,000

Accounts receivable and other

   (162,000  (170,000

Changes in liabilities:

      

Accounts payable and accrued liabilities

   (231,000  14,000     (53,000  16,000  

Environmental remediation deposit for Tar Pits Escrow

   (363,000  —    

Environmental remediation expenditures

   (7,000  (4,000   (23,000  (22,000
  

 

  

 

   

 

  

 

 

Net cash flows used in operating activities

   (536,000  (388,000   (3,642,000  (1,177,000
  

 

  

 

   

 

  

 

 

Cash Flows from Investing Activities

      

Purchase of investments

   (12,000  (19,000   (6,309,000  (1,568,000

Maturities of investments

   500,000    2,999,000  

Proceeds from sale of West Valley MRF, LLC member interest

   25,769,000    —    
  

 

  

 

   

 

  

 

 

Maturities of investments

   500,000    —    

Net cash flows used by investing activities

   19,960,000    1,431,000  
  

 

  

 

   

 

  

 

 

Net cash flows provided by (used in) investing activities

   488,000    (19,000

Cash Flows from Financing Activities

   

Capital contribution from non-controlling interest

   —      154,000  

Increase in restricted cash for additional CD for LOC

   (32,000  —    

Distributions – Class A Units

   (10,326,000  —    
  

 

  

 

 

Net cash flows used by financing activities

   (10,358,000  154,000  
  

 

  

 

   

 

  

 

 

Net Changes in Cash and Cash Equivalents

   (48,000  (407,000   5,960,000    408,000  

Cash and Cash Equivalents at Beginning of Year

   804,000    768,000     804,000    768,000  
  

 

  

 

   

 

  

 

 

Cash and Cash Equivalents at End of Period

  $756,000   $361,000    $6,764,000   $1,176,000  
  

 

  

 

   

 

  

 

 
Supplemental disclosure of Cash Flow Information      
  2012 2011   2012 2011 

Cash paid during the period for income taxes

  $200   $800    $4,200   $4,800  

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

KAISER VENTURES LLC AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. BASIS OF PRESENTATION

Note 1.BASIS OF PRESENTATION

The unaudited consolidated financial statements of Kaiser Ventures LLC and Subsidiaries (the “Company”) as of March 31,September 30, 2012 and 2011, as well as the related notes, should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2011, included in the Company’s Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company’s financial position at March 31,September 30, 2012, and results of operations and cash flows for the threenine month period ended March 31,September 30, 2012 and 2011.

The Company’s consolidated financial statements include the following significant entities: Lake Tamarisk Development, LLC; Kaiser Eagle Mountain, LLC; Kaiser Recycling LLC; all of which are 100% owned; and Mine Reclamation, LLC, which is 84.247% owned.

In addition, the Company has determined that Business Staffing, Inc. which provides administrative services to the Company, is a variable interest entity due to a lack of sufficient 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 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 were $2,556,000 and $0 as of September 30, 2012 and December 31, 2011, respectively. All intercompany accounts and transactions have been eliminated on consolidation.

Kaiser is the reorganized successor to Kaiser Steel Corporation, referred to as KSC, which was an integrated steel manufacturer that filed for bankruptcy 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 84.27% 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 Development which owns property near the Eagle Mountain Site

Our 50% ownership interest in the West Valley MRF, LLC was sold on April 2, 2012. For further information on this transaction, see “Note 9. SUBSEQUENT EVENTS.5. INVESTMENT IN WEST VALLEY MRF, LLC.

Note 2. ENVIRONMENTAL MATTERS

Note 2.ENVIRONMENTAL MATTERS

The Company purchased an insurance policy effective June 30, 2001 that is designed to provide broad prospective 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 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 claim 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 potential liabilities arising from pollution conditions or known and/or potential asbestos-related claims. The policy also provides contractual

KAISER VENTURES LLC AND SUBSIDIARIES

indemnity coverage for scheduled indemnity obligations of the Company arising from, e.g., prior corporate transactions and real estate sales. The Company expects this policy will cover substantially any and all environmental claims (up to the $50 million policy limit) relating to the historical operations of the Company.

The aggregate cost for this policy was approximately $5.8 million, of which, based upon discussions among the respective members of the Boards of Directors, KSC Recovery paid $2 million and the Company paid the balance of approximately $3.8 million. The portion of the policy paid by KSC Recovery was expected to cover known and/or potential asbestos claims; while the portion of the policy paid by the Company was expected to cover future potential claims arising from the Company’s historical operations.

KAISER VENTURES LLC AND SUBSIDIARIES

The Company’s original $3.8 million premium for the prospective insurance policy was capitalized as a long-term asset and is being amortized on a straight-line basis over the 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 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. Generally, unless previously accrued, the liability and the receivable relating to claims covered by this policy should occur in the same accounting period, thereby having no adverse or beneficial impact on the Company’s operating results for that accounting period.

Note 3. INVESTMENTSIn addition to the foregoing policy, an additional insurance policy with a term of ten years covering certain possible contingent environmental and other related events that could arise and impact the West Valley MRF, LLC and others was purchased by Kaiser Recycling during the second quarter. The policy premium of $113,621 was paid from the escrow account originally totaling $363,000 that was established as a result of the sale of Kaiser Recycling, LLC’s ownership interest in WVMRF, LLC. The amount of this escrow was charged against the Company’s existing environmental liability reserve.

Note 3.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 March 31,September 30, 2012 the Company had all of its investments in bonds, bond funds or high grade commercial paper (Standard & Poor’s rating of “A” or above) which isare classified as “available-for-sale.”

Pursuant to Section 825-10 of the ASC, the Company at the end of a period, compares the actual market value 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.

The following is a summary of the fair value of investment securities classified as “available-for-sale” as of March 31,September 30, 2012 and December 31, 2011. For each item included in the table below the gains or losses from Fair Value reporting are included in income for the quarter.

KAISER VENTURES LLC AND SUBSIDIARIES

   Available-for-sale Securities
at March 31, 2012 and December 31, 2011
 
   Amortized
Cost
   Net Unrealized   Fair Value 
       Gains   Losses     

Bond Funds at March 31, 2012

  $2,212,000    $12,000    $—      $2,224,000  

Bond Funds at December 31, 2011

  $2,700,000    $3,000    $—      $2,703,000  

   Available-for-sale Securities
at September 30, 2012 and December 31, 2011
 
   Amortized
Cost
   Net Unrealized   Fair Value 
       Gains   Losses     

Bond Funds at September 30, 2012

  $8,512,000    $12,000    $—      $8,524,000  

Bond Funds at December 31, 2011

  $2,700,000    $3,000    $—      $2,703,000  

Note 4. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Note 4.FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

KAISER VENTURES LLC AND SUBSIDIARIES

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

Our short-termshort and long-term investments in commercial paper and bonds represent available-for-sale securities that are valued primarily using quoted market prices utilizing market observable inputs in active markets for identical assets.

The following table presents information about our assets measured at fair value on a recurring basis at March 31,September 30, 2012 and December 31, 2011, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

KAISER VENTURES LLC AND SUBSIDIARIES

       FAIR VALUE MEASUREMENTS AT  REPORTING DATE 
   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 March 31, 2012:

        

Cash and cash equivalents

  $756,000    $756,000     —       —    

Short-term investments

  $2,224,000    $2,224,000     —       —    

Assets as of December 31, 2011:

        

Cash and cash equivalents

  $804,000    $804,000     —       —    

Short-term investments

  $2,703,000    $2,703,000     —       —    

       FAIR VALUE MEASUREMENTS AT REPORTING DATE 
   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 September 30, 2012:

        

Cash and cash equivalents

  $6,794,000    $6,794,000     —       —    

Short-term investments

  $7,632,000    $7,632,000     —       —    

Long-term investments

  $892,000    $892,000     —       —    

Assets as of December 31, 2011:

        

Cash and cash equivalents

  $804,000    $804,000     —       —    

Short-term investments

  $2,703,000    $2,703,000     —       —    

In addition to the assets listed in the table, other short-term financial assets and liabilities of the Company consist of accounts receivable, accounts payable and certain accrued liabilities. These financial assets and liabilities generally approximate fair market value based on their short-term nature.

Note 5.Note 5. INVESTMENT IN WEST VALLEY MRF, LLC, ITS SALE AND RESULTING COMPENSATION RELATED MATTERS

On April 2, 2012, Kaiser Recycling, LLC sold its 50% ownership interest in the West Valley MRF, LLC

Effective June 19, 1997, which owns and operates the WVMRF, 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 Corporation (“KRC”) (now Kaiser Recycling, LLC)benefiting West Valley MRF, LLC and West Valley Recycling & Transfer, LLC (the owner of the other 50% interest in the West Valley MRF and the buyer of Kaiser Recycling’s ownership interest in the West Valley MRC, LLC) 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. (“WVRT”),’s existing contingent environmental obligations. The amount of this escrow was charged against the Company’s existing environmental reserve. Kaiser Recycling, LLC purchased an environmental insurance policy for $113,621 which was paid from the escrow account, leaving a subsidiarybalance of Burrtec Waste Industries, Inc. (“Burrtec”), which are equal members$249,379 in the escrow account. In addition, the Company’s guaranty of certain outstanding debt of West Valley (approximately $5,820,000 as of March 31, 2012) was terminated. Finally, as a result of the sale of the Company’s member interest in West Valley MRF, LLC (“WVMRF”), (a California limited liability company) entered intoon April 2, 2012, the Company will no longer be providing and billing West Valley MRF, LLC for accounting services from that date, which totaled approximately $28,000 per month or approximately $84,000 per quarter. The Company also reduced its accounting staff by one employee as of June 30, 2012 and recorded severance expenses associated with that termination of $131,000 during the second quarter of 2012.

With the completed sale of the ownership interest in West Valley MRF, LLC, compensation related actions were implemented under the previously disclosed terms of applicable compensation arrangements for officers and under the terms of the Company’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 Members Operating Agreement (“MOA”) which is substantiallybonus of approximately $173,000 was paid to an officer in accordance with the equivalentterms of his employment agreement. The Company also awarded $95,000 in discretionary bonuses as a joint venture agreement for a limited liability company. The construction and start-upresult of the sale of the ownership interest in the West Valley MRF was completed during December 1997.

MostMRF. In addition, a “Change in Control” occurred under the terms of the financing forAmended and Restated Services Agreement, as amended, between the constructionCompany and Business Staffing, Inc. and under the terms of the West Valley MRFemployment agreement of approximately $22 million, was obtained through the issuance and sale of two California Pollution Control Financing Authority (the “Authority”) Variable Rate Demand Solid Waste Disposal Revenue bonds. The bonds are secured by an irrevocable letter of credit issued by Union Bank of California, N.A. (“Union Bank”).each executive officer.

KAISER VENTURES LLC AND SUBSIDIARIES

 

The payment schedule as of February 29, 2012, for the California Pollution Control Authority bonds is summarized below.

   PAYMENT SCHEDULE 
   1997   2000    

YEAR

  BONDS   BONDS  TOTAL 

2012

  $620,000    $—     $620,000  

2013 thru

     

2029

   —       4,930,000(1)   4,930,000(1) 

2030

   —       270,000    270,000  
  

 

 

   

 

 

  

 

 

 

Total

  $620,000    $5,200,000   $5,820,000  
  

 

 

   

 

 

  

 

 

 

1

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

The Company also remains responsible for any pre-existing environmental conditions on the land on which the WVMRF is located, which is covered by insurance.

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

Due to the time required to close the books of the West Valley MRF, LLC and in keeping with past practice, there iswas a one month delay in reporting the results of West Valley MRF, LLC. Thus, even though the closing on the sale of Kaiser Recycling, LLC’s ownership interest occurred on April 2, 2012, due to this one month delay, there was one month’s of the Company’s share of the income for West Valley MRF, LLC during the second quarter of 2012. The condensed summarized financial information of West Valley MRF, LLC is as follows:

 

   February 29,
2012
   November 30,
2011
 

Balance Sheet Information:

    

Current Assets

  $8,782,000    $8,430,000  

Property and Equipment (net)

   9,975,000     10,214,000  
  

 

 

   

 

 

 

Total Assets

  $18,757,000    $18,644,000  
  

 

 

   

 

 

 

Current Liabilities

  $5,170,000    $4,154,000  

CPCFA Bonds Payable – Long Term Portion

   5,200,000     5,200,000  

Members’ Equity

   8,387,000     9,290,000  
  

 

 

   

 

 

 

Total Liabilities and Members’ Equity

  $18,757,000    $18,644,000  
  

 

 

   

 

 

 
   2012   2011 

Income Statement Information:

    

For the Three Months Ended February 29

    

Net Revenues

  $3,098,000    $3,415,000  

Income from Operations

  $623,000    $1,109,000  

Net Income

  $597,000    $1,079,000  

The increase in current assets between November 30, 2011 and February 29, 2012 is due primarily to an increase in cash. The decrease in Members’ Equity for the West Valley MRF between November 30, 2011 and February 29, 2012, is primarily due to the fact that cash distributions exceeded net income during this period.

Balance Sheet Information:      November 30, 2011 

Current Assets

    $8,430,000  

Property and Equipment (net)

     10,214,000  
    

 

 

 

Total Assets

    $18,644,000  
    

 

 

 

Current Liabilities

    $4,154,000  

CPCFA Bonds Payable – Long Term Portion

     5,200,000  

Members’ Equity

     9,290,000  
    

 

 

 

Total Liabilities and Members’ Equity

    $18,644,000  
    

 

 

 
   

For the Period
from December 1,
2011 to April 2, 2012

(Date of Transaction)

   

For the Nine Month
Period Ended
August 31, 2011

 

For the Nine Months Ended August 31

    

Net Revenues

  $4,068,000    $10,303,000  

Income from Operations

  $974,000    $3,456,000  

Net Income

  $774,000    $3,379,000  

The Company recognized equity income from the West Valley MRF, LLC of $298,000 and $539,000$1,690,000 for the first threenine months of 20122011, and $391,000 for the period from December 1, 2011 respectively.

Our 50% ownership interest in the West Valley MRF, LLC was sold onto April 2, 2012. For further information on this transaction, see “Note 9. SUBSEQUENT EVENTS.”2012 (date of transaction).

Note 6. EVALUATION OF LONG-LIVED ASSETS

Note 6.EVALUATION OF LONG-LIVED ASSETS

In accordance with Section 360 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. Our reviews as of March 31,September 30, 2012, concluded that no impairment of the following long-lived assets had occurred:

KAISER VENTURES LLC AND SUBSIDIARIES

(a) our 50% ownership interest in the West Valley MRF because the West Valley MRF continues to generate significant net incomeoccurred 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.

With the denial of our appeal to the U.S. Supreme Court, our quarterly analysis pursuant to the ASC of whether the MRC investment in Eagle Mountain Landfill Project was impaired, resulted in a determination of impairment and a write-down of the carrying amount of the MRC investment in Eagle Mountain Landfill Project as of March 31, 2011. As required by GAAP, the impairment determination and resulting calculation of fair value of the carrying amount of the MRC investment in Eagle Mountain Landfill Project were made utilizing a probability analysis of the remaining options with regard to the Landfill Project after the U.S. Supreme Court declined to accept the petition requesting further review of the adverse U.S. 9th Circuit Court of Appeals decision as of March 28, 2011. The total amount of the write-down was $6,683,000 which was charged to earnings in the first quarter of 2011. As of March 31,September 30, 2012, there were no events or changes in circumstances that indicated that the carrying amount of MRC’s investment in Eagle Mountain Landfill Project may not be recoverable. Possible further impairment in the MRC investment in Eagle Mountain Landfill Project resulting from MRC’s bankruptcy filing on October 30, 2011, may be required in the future as the impact of the bankruptcy filing is determined.

Note 7. COMMITMENTS AND CONTINGENCIES

Note 7.COMMITMENTS AND CONTINGENCIES

Environmental Contingencies. As discussed in Note 2, 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 450-10 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.

KAISER VENTURES LLC AND SUBSIDIARIES

As of March 31,September 30, 2012, the Company estimates, 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 a substantial portion of Kaiser’s former Fontana mill site property (“Mill Site Property”), including a certain groundwater matter as well as potential matters at Eagle Mountain and at other historical locations, will be approximately $2.7$2.3 million. In the event that a future environmental claim for damages is filed against the Company such claim may be covered by insurance depending upon the nature and timing of the claim.

In addition, an insurance policy covering certain possible contingent environmental and other related events that could arise and impact the WVMRF and others subsequent to the sale of the Company’s interest in the WVMRF was purchased by Kaiser Recycling during the second quarter. The policy premium of $113,621 was paid from the existing escrow account established by the Company at the time of the sale. These potential contingent environmental related events for which insurance coverage was purchased existed regardless of the sale of Kaiser Recycling’s ownership interest in WVMRF, LLC but such sale did accelerate the timing on fully addressing such potential contingent liabilities.

MRC Financing. Since Kaiser became an owner of MRC in 1995, MRC has been financed through a series of private placements to its existing equity owners. As a result of a private placement completed in September 2011, MRC raised total proceeds of approximately $1,300,000, of which amount Kaiser contributed $1,146,344, which increased Kaiser’s ownership interest in MRC from 83.13% to 84.247%.

Contingent DistributionsCompensation Expense 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, distributionsadditional compensation payments will be made on the Class B, C and D Units in accordance with their respective terms. With the sale of Kaiser Recycling, LLC’s ownership interest in West Valley MRF, LLC, compensation payments totaling $771,000 were due and paid during the second quarter of 2012 in accordance with the terms and conditions of the Company’s Class C and D Units.

Restricted Cash.Restricted Cash consists primarily of certificates of deposit used to secure certain letters of credit that provide indemnification to governmental entities regarding landfill project approvals and mining rights and other mine related matters. During the second and third quarters of 2012 additional certificates of deposit in the amount of $32,000 were acquired to amend the indemnification to the County of Riverside.

Note 8. RECENT ACCOUNTING PRONOUNCEMENTS

Note 8.RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the company as of the specified effective date. Unless otherwise discussed,

KAISER VENTURES LLC AND SUBSIDIARIES

management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the company’s consolidated financial statements upon adoption.

In September 2011, the FASB issued an accounting standards update that gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance will be effective for annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adoption of the guidance did not have a material impact on the consolidated financial statements.

In June 2011, the FASB issued guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial statements.

KAISER VENTURES LLC AND SUBSIDIARIES

In May 2011, the FASB issued additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Note 9. SUBSEQUENT EVENTS[REMAINDEROFTHIS PAGE INTENTIONALLY LEFT BLANK]

On April 2, 2012, Kaiser Recycling, LLC sold its 50% ownership interest in the West Valley MRF, LLC which owns and operates the WVMRF, a transfer station and materials recovery facility near Fontana, California. The gross cash sales price for the 50% ownership interest was approximately $25,768,000. The Company will record a gain on the sale of approximately $20 million in the second quarter of 2012. Existing environmental obligations of the Company and Kaiser Recycling benefiting West Valley MRF, LLC and West Valley Recycling & Transfer, LLC (the owner of the other 50% interest in the West Valley MRF and the buyer of Kaiser Recycling’s ownership interest in the West Valley MRC, LLC) remain in place. An escrow of $363,000 was established to provide certain additional financial assurances for the Company’s and Kaiser Recycling, Inc. environmental obligations. In addition, the Company’s guaranty of certain outstanding debt of West Valley (approximately $5,820,000 as of March 31, 2012) was terminated.

With the completed sale of the ownership interest in West Valley MRF, LLC, compensation related actions were implemented under the previously disclosed terms of applicable compensation arrangements for officers and under the terms of the Company’s Class C and D Units. In accordance with the terms and conditions of the Company’s Class C and D Units $770,735 was due and paid as distributions on such units. In addition, a bonus of approximately $173,000 was paid to an officer in accordance with the terms of his employment agreement.

On May 9, 2012, the Company’s Board of Managers declared a distribution of $1.50 per Kaiser Class A Unit to unitholders of record as of such date.

The Board of Managers also confirmed that a “Change in Control” occurred under the terms of the Amended and Restated Services Agreement, as amended, between the Company and Business Staffing, Inc. and under the terms of the employment agreement of each executive officer. A “Change in Control” requires the funding, but not the payment, of severance benefits.

KAISER VENTURES LLC AND SUBSIDIARIES

 

PART II

 

Item 1.LEGAL PROCEEDINGS

As discussed in our Annual Report on Form 10-K for 2011 and in our reports on Form 10-Q for the first and second quarter of this year, we are engaged in certain claims and litigation. As of the date of the filing of this Report on Form 10-Q, there have not been any material developments in the legal proceedings involving the Company from the date of the filing of our Report on Form 10-K for the period ended December 31, 2011, and as updated by our first quarter 2012 Report on Form 10-Q and as further updated in our second quarter 2012 Report on Form 10-Q except as noted below.below:

MRC/Landfill Project.ECEC Litigation DismissedAs discussed under “Part I - Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – BUSINESS UPDATE”, 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 14, 2012, Eagle Crest Energy Company (“ECEC”) filed a declaratory relief action in the Bankruptcy Court against MRC, KEM and Kaiser LLC. ECEC is seeking to permit a proposed hydro-electric pumped storage project at the Eagle Mountain Site. The lawsuit seekssought declaratory relief only and notno damages. In summary, the suit seekssought a declaration from the Bankruptcy Court stating that ECEC’s right of eminent domain (with ECEC assuming it would have such a right) and the process of seeking a license from FERC is not impacted by MRC’s bankruptcy. MRC, Kaiser LLC and KEM are seekingsought dismissal of such suit.

On March 30, The Bankruptcy Court agreed with MRC’s, Kaiser LLC’s and KEM’s positions in the matter and on August 29, 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 Report on Form 10-Q. Kaiser LLC and MRC will vigorously defend the allegations asserted by the District, including asserting claims against the District and others as may be appropriate.Bankruptcy Court dismissed ECEC’s lawsuit without prejudice.

Iron Partners Litigation. The anticipated trial for theIron Partners litigation was postponed from April 2012 to late 2012.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Item 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. RESERVED

Item 4.RESERVED

Not applicable.

Item 5.OTHER INFORMATION

Item 5. OTHER INFORMATION

On April 2, 2012, the Board of Managers held a meeting at which it approved the sale by Kaiser Recycling of its ownership interest in WVMRF, LLC. With the completed sale of the ownership interest in WVMRF, LLC, compensation related actions were implemented under the previously disclosed terms of applicable compensation

KAISER VENTURES LLC AND SUBSIDIARIES

None.

 

arrangements for officers and under the terms of the Company’s Class C and D Units. In accordance with the terms and conditions of the Company’s Class C and D Units $770,735 was due and paid as distributions on such units. In addition, a bonus of approximately $173,000 was paid to Mr. Verhey in accordance with the terms of his employment agreement. These items will be charged to compensation expense on the Company’s financial statements for the second quarter of 2012.

On May 9, 2012, the Board of Managers declared a distribution of $1.50 per Kaiser Class A Unit to the Company’s unitholders of record on such date. Such distribution has been sent to the Company’s unitholders.

In addition, the Board of Managers at such meeting took the following additional actions:

Approved an amendment to the employment letter agreement of Gerald A. Fawcett reducing by 50% the maximum possible amount of any bonus that may be payable to him upon a sale related to the Landfill Project;

Approved the reimbursement of Business Staffing, Inc. for the payment of discretionary bonuses totaling $95,000 from the distribution received by the Company from Kaiser Recycling, LLC as a result of Kaiser Recycling’s sale of its 50% ownership interest in West Valley MRF, LLC

Approved an amendment to the Amended and Restated Services Agreement between the Company and Business Staffing, Inc. clarifying how funding of severance will be handled by Business Staffing, Inc.; and

Confirmed that a “Change in Control” occurred under the terms of the Amended and Restated Services Agreement, as amended, between the Company and Business Staffing, Inc. and under the terms of the employment agreement of each executive officer. A “Change in Control” requires the funding, but not the payment, of severance benefits.

Item 6.EXHIBITS

A.Exhibits

Exhibit 10.1* - Second Amendment to the Employment Letter Agreement of Gerald A. Fawcett dated May 9, 2012.**

Exhibit 10.2 - Second Amendment to the Amendment Restated Administrative Services Agreement dated May 9, 2012.**

Exhibit 31.1 - Certificate of Richard E. Stoddard, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a).**

Exhibit 31.2 - Certificate of James F. Verhey, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a). **

Exhibit 32 - Certificate of Richard E. Stoddard, Chief Executive Officer, and James F. Verhey, Chief Financial Officer, pursuant to Section 1350. **

KAISER VENTURES LLC AND SUBSIDIARIES

Exhibit 101 - The following materials from Kaiser Ventures LLC’s Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 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 Shareholders’ Equity; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.**

 

** 

Indicates compensation plan, contract or agreement.

**Filed with this Report.

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KAISER VENTURES LLC AND SUBSIDIARIES

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 KAISER VENTURES LLC

Date: May 15,November 14, 2012

 

/s/ Richard E. Stoddard

 Richard E. Stoddard
President and Chief Executive Officer
 President and ChiefPrincipal Executive Officer
Date: November 14, 2012

/s/ James F. Verhey

James F. Verhey
 Principal Executive Officer

Date May 15, 2012

/s/     James F. Verhey      

James F. Verhey
Executive Vice President - Finance & CFO
 Principal Financial and Accounting Officer

 

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