SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012 |
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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)
Registrants 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 November 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 |
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1 | ||||
Item 1. |
FINANCIAL STATEMENTS | 1/12 | ||
Item 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
2 | ||
Item 3. |
CONTROLS AND PROCEDURES | 11 | ||
12 | ||||
CONSOLIDATED BALANCE SHEETS | 13 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS | 15 | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | 16 | |||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 17 | |||
PART II |
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Item 1. |
LEGAL PROCEEDINGS | 24 | ||
Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 24 | ||
Item 3. |
DEFAULTS UPON SENIOR SECURITIES | 24 | ||
Item 4. |
RESERVED | 24 | ||
Item 5. |
OTHER INFORMATION | 24 | ||
Item 6. |
EXHIBITS | 24 | ||
26 |
AVAILABILITY OF PREVIOUS REPORTS
The Company will furnish without charge, to each member, upon written request of any such person, a copy of the Companys 2011 Annual Report on Form 10-K, the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, and the Companys 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 Companys website at www.kaiserventures.com.
The reader is encouraged to read this Report on Form 10-Q in conjunction with the Companys 2011 Annual Report on Form 10-K, the Companys first quarter 2012 Report on Form 10-Q and the Companys second quarter 2012 Report on Form 10-Q as the information contained herein is often an update of the information in such reports.
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KAISER VENTURES LLC AND SUBSIDIARIES
PART I
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 Companys ownership interests in Kaiser Eagle Mountain, LLC, Lake Tamarisk Development, LLC and Mine Reclamation, 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
A reader of this Report on Form 10-Q is strongly encouraged to read the entire report, together with the Companys 2011 Annual Report on Form 10-K, the Companys Report on Form 10-Q for the quarter ended March 31, 2012, and the Companys 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 Kaisers website www.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 LLCs 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 12 of this Report and are incorporated herein by this reference.
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KAISER VENTURES LLC AND SUBSIDIARIES
Item 2. | MANAGEMENTS 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:
| 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 Orders 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 this last extension agreement, and threatened to sue MRC to, among other things, compel MRC, at MRCs sole expense and risk, to further proceed with the permitting of the Landfill Project. As a result of the Districts 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. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - EAGLE MOUNTAIN LANDFILL PROJECT AND MRC. |
| 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. |
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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/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 Recyclings 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 MRCs 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 Companys Board of Managers 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 and a further winding-down of the Company are dependent upon, among other things, 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 Companys 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 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. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - BUSINESS UPDATE - Overview.
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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 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.
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. Prior to April 2, 2012, the facility was processing approximately 3,000 3,500 + tons per day of municipal solid waste and recyclable materials.
Sale of Ownership Interest. As previously discussed in the Companys 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. (WVRT), a wholly owned subsidiary of Burrtec, entered into that certain Purchase Agreement (the Purchase Agreement) on April 2, 2012, whereby Kaiser Recycling sold its ownership interest in WVMRF, LLC to Buyer. The sale transaction closed on the same day as the Purchase Agreement was entered into by the parties to the agreement. Kaiser Recycling sold its ownership interest in WVMRF, LLC for a gross cash sales price of approximately $25,769,000. The Company recorded a gain of $20,588,000 in the second quarter of 2012. The Companys 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, WVRT 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, 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 Companys environmental 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. MANAGEMENTS 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 sale by Kaiser Recycling of its ownership interest in WVMRF as April 2, 2012, no further cash distributions will be received from WVMRF, LLC.
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KAISER VENTURES LLC AND SUBSIDIARIES
OPERATING RESULTS
Note on WVMRF, LLC
Due to the sale of our fifty percent (50%) ownership in WVMRF, LLC on April 2, 2012, the Companys consolidated financial statements for the third quarter of 2012 do not reflect any operating results of WVMRF, LLC. However, the consolidated financial statements for the nine months ended September 30, 2012 and 2011 do reflect our fifty (50%) ownership interest in WVMRF, LLC for the four month period from December 1, 2011 to April 2, 2012 (date of transaction), as compared to the 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, LLC.
Summary of Revenue Sources
Due to the nature of the Companys projects and the Companys 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 September 30, 2012 and 2011
Revenues. Total revenues for the third quarter of 2012 were $214,000 as compared to $645,000 for the comparable period in 2011. The reasons for this decrease are discussed below.
Revenue from the Companys equity method investment in the WVMRF, LLC decreased by $588,000 to $0 for the third quarter of 2012 as compared to $588,000 for the same period in 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 third quarter operating results for the Company in 2012 do not include any equity income related to the West Valley MRF as mentioned under Note on WVMRF above.
Revenue from Eagle Mountain operations increased for the third quarter of 2012 by $157,000 to $214,000 as compared to $57,000 for 2011, primarily due to increased revenue from rock and aggregate sales, as well as, increased water and gas & diesel sales as compared to the same period in 2011.
Operating Costs. Operating costs decreased to $502,000 for the third quarter of 2012 from $548,000 for the same period in 2011. This decrease relates primarily to decreased expenses for machinery maintenance of $15,000, legal of $29,000, outside services of $10,000, and consulting of $37,000, which were partially offset by increased gas and diesel costs of $51,000. Some of these expenses were rebilled to customers buying rock and aggregate.
Corporate General and Administrative Expenses. Corporate general and administrative expenses increased to $567,000 for the third quarter of 2012 from $467,000 for the same period in 2011. This increase is primarily related to increases in accrued bonuses of $22,000, a reduction in allocated salaries-out of $83,000 related to the sale of our interest in the West Valley MRF, and increases in legal expenses of $32,000, which were partially offset by a reduction in outside advisor expenses of $26,000 and communication expenses of $7,000.
Net Interest and Investment Income. Net interest and investment income, for the third quarter of 2012, was a gain of $20,000 compared to a loss of $123,000 for the same period in 2011. Of the $20,000 gain for the third quarter of 2012, $24,000 was interest income, which was offset by a $4,000 net unrealized loss on the Companys short-term investments.
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KAISER VENTURES LLC AND SUBSIDIARIES
Income/(Loss) Before Income Tax Benefit and Allocation of Non-Controlling Interest. The Company recorded a pre-tax loss of $835,000 in the third quarter of 2012 versus a pre-tax loss of $493,000 for the same period in 2011. The Company is taxed as a partnership and thus the Companys 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 Companys 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 months 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 MRCs 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 Companys 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 Companys short-term investments.
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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 Companys 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 Companys Business Staffing Inc. subsidiary and; (b) a gross revenue tax imposed by the State of California.
Net Income/(Net Loss) Attributable to Controlling Interest. For the first nine months of 2012, the Company earned net income of $17,002,000, or $2.43 per unit, versus a loss of $6,465,000, or $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 increased $5,960,000 to $6,764,000 at September 30, 2012 from $804,000 at December 31, 2011. Included in cash and cash equivalents is $237,000 and $534,000 held solely for the benefit of MRC at 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 | ||
Net increase in other current assets/liabilities |
(601,000 | ) | ||
Increase in restricted cash |
(32,000 | ) | ||
Net purchase and maturity of investments |
(5,809,000 | ) | ||
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 | ) | ||
|
|
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Net Increase in Cash and Equivalents |
$ | 5,960,000 | ||
|
|
Working Capital. During the first nine months of 2012, current assets increased by $11,083,000 to $15.5 million, while current liabilities decreased $39,000 to $2,192,000. The increase in current assets was the result of (a) an increase in cash and equivalents as discussed 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 a decrease of $186,000 in accounts payable offset by an increase in accrued liabilities of $147,000. As a result, net working capital increased during the first nine months of 2012 by $11,122,000 to $13,303,000 at September 30, 2012.
Below is a table showing the major changes in working capital.
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 nine months of 2012, accounts receivable and other current assets increased by $162,000 primarily due to increases in trade accounts receivable associated with aggregate sales at Eagle Mountain and prepaid insurance.
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KAISER VENTURES LLC AND SUBSIDIARIES
Short-Term Investments. During the first nine months of 2012, short-term investments increased by $4,929,000. This is the result of increased investment activity utilizing a portion of the funds from the sale of the West Valley MRF. On September 30, 2012, the Company had $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 Companys equity share of income from the investment in the West Valley MRF, which totaled $391,000 for the first nine months of the year, was offset by the receipt of cash distributions totaling $750,000 resulting in a $359,000 decrease to the Companys investment in the West Valley MRF. In addition, the Company sold its entire member interest in the West Valley MRF, LLC on April 2, 2012, so the Companys 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 nine months of the year, there was a decrease in other assets of $235,000 which is the net result of the amortization of the environmental insurance policy of $225,000, and depreciation of $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 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 $2.3 million for which a reserve has been established. See Note 2. - 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 by Kaiser Recycling, LLC, insurance was purchased in the second quarter of this year to cover possible contingent environmental related liabilities and a third party escrow of $363,000 in cash was established benefitting WVMRF, LLC and others. This amount was charged against the Companys 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 in MRC. During the first nine months of 2012, the Non-Controlling Interest decreased by $53,000 from $2,057,000 as of December 31, 2011 to $2,004,000 as of September 30, 2012, which is the net loss attributable to non-controlling interest for the nine month period. As of September 30, 2012 the resulting non-controlling interest is $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 Companys accounting policies are more fully described in the Notes to the Consolidated Financial Statements included in the Companys 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.
8
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 Companys 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 investment grade or better commercial paper (Standard & Poors 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.
Investment in West Valley MRF, LLC. The Company accounted for its investment in WVMRF, LLC, under the equity method of accounting because of the Companys 50% non-controlling ownership interest. However, as discussed elsewhere in this Report, the Companys 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 MRCs 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 Companys $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 Companys 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 410 Accounting 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.
9
KAISER VENTURES LLC AND SUBSIDIARIES
BUSINESS OUTLOOK
The statements contained in this Business Outlook, as well as in Part I - Item 2. MANAGEMENTS 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 Companys 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 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 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 equity income will be received from WVMRF, LLC.
MRC. As discussed in more detail in Part I - Item 2. MANAGEMENTS 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 MRCs assets and options. Depending upon the results of the bankruptcy process, it is possible that the value of Kaisers 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 of 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
10
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 MRCs 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 WVMRF, LLC, the Companys Board of Managers 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 and a further winding-down of the Companys 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, there was a reduction during the second quarter in the staffing of the Companys 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, including the payment of severance, were recorded during the 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 Companys ongoing projected operating cash requirements for at least the next twelve months.
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. MRCs 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 Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
Based on its review of the Companys disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys 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 Companys 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 Companys 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. 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 Companys controller position as of June 30, 2012, going forward there will be fewer individuals that will be able to review and correct any
11
KAISER VENTURES LLC AND SUBSIDIARIES
omission or errors that may occur in the Companys 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 Companys Chief Financial Officer and General Counsel. As previously noted, the effectiveness of the Companys disclosure controls and procedures are evaluated effective as of the end of each calendar quarter.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
12
KAISER VENTURES LLC AND SUBSIDIARIES
(Unaudited)
as of
September
30, 2012 |
December
31, 2011 |
|||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents* |
$ | 6,764,000 | $ | 804,000 | ||||
Accounts receivable and other, net of allowance for doubtful accounts of $38,000 |
317,000 | 155,000 | ||||||
Short-term investments |
7,632,000 | 2,703,000 | ||||||
Restricted cash and cash equivalents: |
||||||||
Pledge for LOCs |
782,000 | 750,000 | ||||||
|
|
|
|
|||||
15,495,000 | 4,412,000 | |||||||
|
|
|
|
|||||
Long-term investments |
892,000 | | ||||||
|
|
|
|
|||||
Eagle Mountain Landfill investment |
13,843,000 | 13,843,000 | ||||||
|
|
|
|
|||||
Investment in West Valley MRF |
| 5,526,000 | ||||||
|
|
|
|
|||||
Land |
2,465,000 | 2,465,000 | ||||||
|
|
|
|
|||||
Other Assets |
||||||||
Unamortized environmental insurance premium |
225,000 | 450,000 | ||||||
Refundable Deposits |
24,000 | 24,000 | ||||||
Buildings and equipment (net) |
326,000 | 336,000 | ||||||
|
|
|
|
|||||
575,000 | 810,000 | |||||||
|
|
|
|
|||||
Total Assets |
$ | 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.
13
KAISER VENTURES LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
as of
September
30, 2012 |
December
31, 2011 |
|||||||
LIABILITIES AND MEMBERS EQUITY |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 227,000 | $ | 413,000 | ||||
Conversion distribution payable |
1,190,000 | 1,190,000 | ||||||
Accrued liabilities |
775,000 | 628,000 | ||||||
|
|
|
|
|||||
2,192,000 | 2,231,000 | |||||||
|
|
|
|
|||||
Long-term Liabilities |
||||||||
Accrual for MRC railroad casualty loss |
4,338,000 | 4,338,000 | ||||||
Accrual for Eagle Mountain Townsite cleanup |
2,340,000 | 2,340,000 | ||||||
Environmental remediation reserve |
2,319,000 | 2,705,000 | ||||||
Other accrued liabilities |
250,000 | 250,000 | ||||||
|
|
|
|
|||||
9,247,000 | 9,633,000 | |||||||
|
|
|
|
|||||
Total Liabilities |
11,439,000 | 11,864,000 | ||||||
|
|
|
|
|||||
Commitments and Contingencies |
||||||||
Members Equity |
||||||||
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 |
| | ||||||
|
|
|
|
|||||
19,827,000 | 13,135,000 | |||||||
Equity attributable to non-controlling interest |
2,004,000 | 2,057,000 | ||||||
|
|
|
|
|||||
Total Members Equity |
21,831,000 | 15,192,000 | ||||||
|
|
|
|
|||||
Total Liabilities and Members Equity |
$ | 33,270,000 | $ | 27,056,000 | ||||
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
14
KAISER VENTURES LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
for the Three and Nine Months Ended September 30
Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Revenues |
||||||||||||||||
Income from equity method investment in the West Valley MRF, LLC |
$ | | $ | 588,000 | $ | 391,000 | $ | 1,690,000 | ||||||||
Eagle Mountain revenues |
214,000 | 57,000 | 704,000 | 124,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
214,000 | 645,000 | 1,095,000 | 1,814,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Costs |
||||||||||||||||
Environmental insurance premium amortization |
75,000 | 75,000 | 225,000 | 225,000 | ||||||||||||
Eagle Mountain Landfill investment impairment expenses |
| | | 6,683,000 | ||||||||||||
Non-capitalized MRC expenses |
73,000 | 80,000 | 339,000 | 349,000 | ||||||||||||
Expenses related to Eagle Mountain |
354,000 | 393,000 | 1,220,000 | 803,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs |
502,000 | 548,000 | 1,784,000 | 8,060,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross Income (Loss) |
(288,000 | ) | 97,000 | (689,000 | ) | (6,246,000 | ) | |||||||||
Corporate General and Administrative Expenses |
||||||||||||||||
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 |
(855,000 | ) | (370,000 | ) | (3,705,000 | ) | (7,717,000 | ) | ||||||||
Fair Value Adjustments of Available for Sale Securities |
(4,000 | ) | (166,000 | ) | 12,000 | (110,000 | ) | |||||||||
Net Interest and Investment Income |
24,000 | 43,000 | 60,000 | 122,000 | ||||||||||||
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) |
(3,000 | ) | (42,000 | ) | 6,000 | (54,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
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 |
(11,000 | ) | (13,000 | ) | (53,000 | ) | (1,186,000 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income/(loss) net attributable to controlling interest |
$ | (821,000 | ) | $ | (438,000 | ) | $ | 17,002,000 | $ | (6,465,000 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Basic Income/(Loss) Per Unit |
$ | (0.12 | ) | $ | (0.06 | ) | $ | 2.43 | $ | (0.95 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Diluted Income/(Loss) Per Unit |
$ | (0.12 | ) | $ | (0.06 | ) | $ | 2.43 | $ | (0.95 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Basic Weighted Average Number of Units Outstanding |
7,003,000 | 6,871,000 | 7,003,000 | 6,822,000 | ||||||||||||
Diluted Weighted Average Number of Units Outstanding |
7,003,000 | 6,871,000 | 7,003,000 | 6,822,000 |
The accompanying notes are an integral part of the consolidated financial statements.
15
KAISER VENTURES LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the Nine Months Ended September 30
(Unaudited)
2012 | 2011 | |||||||
Cash Flows from 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 | ||||||
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 | 1,250,000 | ||||||
Gain on sale of West Valley MRF, LLC member interest |
(20,588,000 | ) | | |||||
Depreciation and amortization |
235,000 | 239,000 | ||||||
Class A Units / stock-based compensation expense |
16,000 | 57,000 | ||||||
Changes in assets: |
||||||||
Accounts receivable and other |
(162,000 | ) | (170,000 | ) | ||||
Changes in liabilities: |
||||||||
Accounts payable and accrued liabilities |
(53,000 | ) | 16,000 | |||||
Environmental remediation deposit for Tar Pits Escrow |
(363,000 | ) | | |||||
Environmental remediation expenditures |
(23,000 | ) | (22,000 | ) | ||||
|
|
|
|
|||||
Net cash flows used in operating activities |
(3,642,000 | ) | (1,177,000 | ) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Purchase of investments |
(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 | | ||||||
|
|
|
|
|||||
Net cash flows used by investing activities |
19,960,000 | 1,431,000 | ||||||
|
|
|
|
|||||
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 |
5,960,000 | 408,000 | ||||||
Cash and Cash Equivalents at Beginning of Year |
804,000 | 768,000 | ||||||
|
|
|
|
|||||
Cash and Cash Equivalents at End of Period |
$ | 6,764,000 | $ | 1,176,000 | ||||
|
|
|
|
|||||
Supplemental disclosure of Cash Flow Information |
||||||||
2012 | 2011 | |||||||
Cash paid during the period for income taxes |
$ | 4,200 | $ | 4,800 |
The accompanying notes are an integral part of the consolidated financial statements.
16
KAISER VENTURES LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. | BASIS OF PRESENTATION |
The unaudited consolidated financial statements of Kaiser Ventures LLC and Subsidiaries (the Company) as of September 30, 2012 and 2011, as well as the related notes, should be read in conjunction with the Companys audited consolidated financial statements and related notes as of and for the year ended December 31, 2011, included in the Companys 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 Companys financial position at September 30, 2012, and results of operations and cash flows for the nine month period ended September 30, 2012 and 2011.
The Companys 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 KSCs 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 5. INVESTMENT IN WEST VALLEY MRF, LLC.
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 Companys 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 Companys 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
17
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 Companys historical operations.
The Companys 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 Companys 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 Companys operating results for that accounting period.
In 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, LLCs ownership interest in WVMRF, LLC. The amount of this escrow was charged against the Companys 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 September 30, 2012 the Company had all of its investments in bonds, bond funds or high grade commercial paper (Standard & Poors rating of A or above) which are 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 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.
18
KAISER VENTURES LLC AND SUBSIDIARIES
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 |
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.
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 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 September 30, 2012 and December 31, 2011, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
19
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 (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. | 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 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 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 Recyclings 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 Companys and Kaiser Recycling, Inc.s existing contingent environmental obligations. The amount of this escrow was charged against the Companys existing environmental reserve. Kaiser Recycling, LLC purchased an environmental insurance policy for $113,621 which was paid from the escrow account, leaving a balance of $249,379 in the escrow account. In addition, the Companys 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 Companys member interest in West Valley MRF, LLC on 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 Companys Class C and D Units. In accordance with the terms and conditions of the Companys Class C and D Units $771,000 was due and paid 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. The Company also awarded $95,000 in discretionary bonuses as a result of the sale of the ownership interest in the West Valley MRF. In addition, 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.
20
KAISER VENTURES LLC AND SUBSIDIARIES
The Company accounted 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 was a one month delay in reporting the results of West Valley MRF, LLC. Thus, even though the closing on the sale of Kaiser Recycling, LLCs ownership interest occurred on April 2, 2012, due to this one month delay, there was one months of the Companys 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:
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 (Date of Transaction) |
For the Nine Month |
|||||||
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 $1,690,000 for the first nine months of 2011, and $391,000 for the period from December 1, 2011 to April 2, 2012 (date of transaction).
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 September 30, 2012, concluded that no impairment had occurred and 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 September 30, 2012, there were no events or changes in circumstances that indicated that the carrying amount of MRCs investment in Eagle Mountain Landfill Project may not be recoverable. Possible further impairment in the MRC investment in Eagle Mountain Landfill Project resulting from MRCs 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 |
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 Companys 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.
21
KAISER VENTURES LLC AND SUBSIDIARIES
As of 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 Kaisers 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 $2.3 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 Companys 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 Recyclings 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 Kaisers ownership interest in MRC from 83.13% to 84.247%.
Contingent Compensation Expense on Class B, C and D Units. Upon the sale of certain of the Companys assets at a price equal to or greater than certain minimum sales prices, additional 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, LLCs 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 Companys 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 |
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, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the companys consolidated financial statements upon adoption.
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.
22
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.
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23
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:
ECEC Litigation Dismissed. 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 sought declaratory relief only and no damages. In summary, the suit sought a declaration from the Bankruptcy Court stating that ECECs 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 MRCs bankruptcy. MRC, Kaiser LLC and KEM sought dismissal of such suit. The Bankruptcy Court agreed with MRCs, Kaiser LLCs and KEMs positions in the matter and on August 29, 2012, the Bankruptcy Court dismissed ECECs lawsuit without prejudice.
Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Not applicable.
Item 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
Item 4. | RESERVED |
Not applicable.
Item 5. | OTHER INFORMATION |
None.
Item 6. | EXHIBITS |
A. Exhibits
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. **
24
KAISER VENTURES LLC AND SUBSIDIARIES
Exhibit 101 - The following materials from Kaiser Ventures LLCs Quarterly Report on Form 10-Q for the quarter ended 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.**
** | Filed with this Report. |
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25
KAISER VENTURES LLC AND SUBSIDIARIES
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: November 14, 2012 | /s/ Richard E. Stoddard | |
Richard E. Stoddard | ||
President and Chief Executive Officer | ||
Principal Executive Officer | ||
Date: November 14, 2012 | /s/ James F. Verhey | |
James F. Verhey | ||
Executive Vice President - Finance & CFO | ||
Principal Financial and Accounting Officer |
26
EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION
BY CHIEF EXECUTIVE OFFICER
I, Richard E. Stoddard, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Kaiser Ventures LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
Date: November 14, 2012 | /s/ Richard E. Stoddard | |
Richard E. Stoddard | ||
Chairman of the Board, President & CEO |
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION
BY CHIEF FINANCIAL OFFICER
I, James F. Verhey, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Kaiser Ventures LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
Date: November 14, 2012 |
/s/ James F. Verhey | |
James F. Verhey | ||
Executive Vice President & CFO |
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the Quarterly Report of Kaiser Ventures LLC (the Company) on Form 10-Q for the quarter ended September 30, 2012, as filed with the Securities and Exchange Commission as of the date hereof (the Report), we, Richard E. Stoddard, Chief Executive Officer and James F. Verhey, Chief Financial Officer of Kaiser Ventures LLC (the Company), certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2012 |
/s/ Richard E. Stoddard | |||
Richard E. Stoddard | ||||
Chairman of the Board, President & CEO | ||||
/s/ James F. Verhey | ||||
James F. Verhey | ||||
Executive Vice President - CFO | ||||
Principal Financial & Accounting Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic, version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, the deemed filed by the Company for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporated it by reference.
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