internal control and risk management questionnaire; and internally reviewed and tested its internal controls against its written procedures. under this item. In addition, beginning in 2004 Mr.Fawcett was included in the annual unit grants. the general unsecured creditors in the Kaiser Steel Corporation bankruptcy and 113,250 ClassA Units deemed outstanding and reserved for issuance to holders of Kaiser Ventures Inc. stock that have to convert such stock into Kaiser Ventures LLC Currently, each member of the Board of Managers, other than Mr.Stoddard, receives an annual grant of 5,000 ClassA Units on or before June30 of each year. During 2007 and 2008, fuel prices dramatically increased. Description of the Eagle Mountain Site. Accordingly, we recognized an impairment of the landfill investment of $12,504,000 during the second quarter of 2010. Mr.Cole served as a member of our Audit Committee during 2010. The plaintiff seeks damages under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Washington Model Toxic Control Act and under common law trespass. The Class B Units are not entitled to any distributions or profits, have no voting rights except as. Severance is payable in one lump sum or, if mutually agreed, over a period of time. well as certain other environmental obligations. 05-56814); and National Parks and Conservation Association, PlaintiffAppellee v. Bureau of Land Management, et al., DefendantsAppellants (No. This landfill project is currently subject to a contract for its sale to County District No. impact the value of the determined liability and will be recognized as a change in estimate in the period identified. As required by Item201(d) of Regulation S-K, the following table provides certain information as of December31, 2010, with respect to our equity compensation plans under which equity Since that time, the bankruptcy case was again closed, however, the administration of KSCs bankrupt Under the terms of the merger converting Kaiser Inc., to a limited liability company, Kaiser Inc.s stockholders received $10.00 in cash plus one ClassA Unit for distribute a total of $12.00 per share in cash to Kaiser Inc.s stockholders. Environmental Insurance and Environmental Remediation Liabilities. She was appointed by former Governor Schwarzenegger to the California Board of Accountancy in 2007 for a four year term and was reappointed to such Board in January 2011. Two A fix through the BLM and the likely court review would take several years once the fix is formally initiated. Investments are All participants in SERP 1 are fully vested relative to the amounts in the plan. Pursuant to Section825-10 of the ASC, the Company at the end of a period, compares the actual market value to the actual cost and Effective as of the close of business on December31, 2010, the Company sold its Business Staffing, Inc. (BSI) subsidiary to Richard Stoddard, James Verhey and to Tri-C, LLC, a limited analysis resulted in an estimated fair value of the landfill investment of $20,526,000 which exceeded its June30, 2010, carrying value by 12,504,000. The Board of Managers of the Additionally, not all of iron ore resources may be economically recoverable. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kaiser Ventures LLC and subsidiaries as of We have no material ongoing operations except in connection with such assets and projects. and debt instruments. the benefit of Riverside County and others are detailed in the Development Agreement as well as in the Purchase and Sale Agreement, which forms a part of the Development Agreement. discharged from all liabilities that may have arisen prior to confirmation of the plan, except as otherwise provided by the plan and by law. An SEC filing describes the next development in the property's saga as taking place April 17, when Eagle Mountain Acquisitions sold what it called Kaiser Eagle Mountain to Ecology Mountain Holdings. The land exchange also involved the grant of two rights-of-way by the BLM and the termination of a reversionary interest involving approximately 460 acres of the Eagle Mountain Townsite that was contained in the original grant of such property. LEGAL The Company Union Bank has expressed that it currently In 2007 West Valley and Union Bank modified such project. ore from the Eagle Mountain mine to the mill site (see below), KSC constructed a 52-mile heavy duty rail line connecting the mine to the main Southern Pacific rail line at Ferrum, California. Such regulations could also However, as District of Colorado on October2, 1996. The duties and responsibilities of the Human Relations Committee are set forth in our Human Relations Committee Charter. environmental liability related to certain matters and risks not assumed by CCG Ontario, LLC, a subsidiary of Catellus Development Corporation, a New York Stock Exchange company, in its purchase of the Mill Site Property (August 2000) (Catellus The mine is also accessed by a railroad as more fully described below. Between 1992 and 1995, MRC faced legal challenges to Current Salary of Executive Officers. The passage of laws and regulations to control greenhouse gases, including the imposition of fees or taxes, could adversely impact the West Valley MRFs operations In November 1995, the Company contributed This damage included having some rail sections being buried under silt while other As a result, Kaiser Inc.s common stock ceased being publicly traded on November30, 2001. normal course of our business we are involved in various claims and legal proceedings. Future funding of MRC will be required to cover such items as the federal land exchange litigation appeal and the railroad repairs but there is no assurance that such funding will be The Company vigorously defends all asbestos claims as is appropriate for a particular case. Base salaries will be adjusted annually by no less than utilizing the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All Items, published by the Bureau of Labor Statistics of the United Stated exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing These taxes amounted to a credit of $(61,000) in 2010 and a debit of $12,000 for 2009 for which the In addition to the federal land exchange YesNox, Indicate by check mark whether the issuer (1)filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of litigation challenging the completed federal land exchange which is discussed below. maintenance (O&M) obligations the Company has with purchasers of other portions of the Mill Site Property. The Eagle Mountain Site which includes the Eagle Mountain mine and the The estimate of the amount of rock on our West End Property is summarized in the table below. In June 1999, opponents to the landfill project requested that the outstanding totaled approximately $6,450,000. Lake Tamarisk is an unincorporated taking our property by eminent domain. party premises claims alleging injury resulting from exposure to asbestos or asbestos containing products and involve multiple defendants. The California Speedway Property. the Bankruptcy Estate. project; and (iv)the reasonable range of alternatives to the proposed project. In a saga that dragged on through the 1990s and 2000s, Kaiser planned to turn the former mine into a landfill by selling it to the Sanitation Districts of Los Angeles County. However, the bankruptcy case was reopened in 1999 in connection with certain litigation matters. As a result, these landfills have The disposition of the Mill Site Property by us over the This indemnity agreement is secured by a $500,000 letter of credit. The Development Agreement will be effective with the resolution of Kaisers ownership of the land which is the subject of the Department of Interior, et al., DefendantsAppellants (Case Nos. If the completed land exchange is ultimately and permanently reversed in accordance with the September 2005 U.S. built, be competitors for certain of the waste now processed by the West Valley MRF. Additionally, ClassA Units may be issued to executive officers under the terms of the Executive Officer The Company is taxed as a partnership and, thus, the Commission (COSO) in Internal Control-Integrated Framework. The bonds are secured by a pledge Eagle Mountain is abandoned today. (Union Bank). subsequent equity fundings and purchases, the Companys ownership interest in Mine Reclamation as of December31, 2009, is 83.15%. The dissenting judge found in the Companys favor on all issues involving the land exchange and landfill project. ton payment to the County also increases as. requires certain disclosures about fair value measurements. Valley MRF, LLC Project) Series 1997A and Series 2000A (the Bonds). was offset by the receipt of cash distributions from the West Valley MRF totaling $1,250,000. The full Board discussed with our independent registered public accounting firm the matters required to be discussed by Statement of Auditing Standards The terms of the Incentive Units mirror the previous Form 10-K, there are numerous risks associated with MRC and the landfill project. In 2009 there were a limited number of units purchased at We are also obligated to Most of these lawsuits are third distribution with respect to such Incentive Unit, with the character (capital gain, ordinary income, etc.) We are also seeking review of the adverse 9th Circuit Court of Appeals decision by the U. S. Supreme Court. received by MRC, up to approximately $752,000 or $1.00 per unit, if MRC receives the currently agreed upon price of $41 million. We reserve the right to block IP addresses that submit excessive requests. WebM INING L EASE AND A GREEMENT (E AGLE M OUNTAIN) . The Operating Agreement for the West Valley MRF provides the opportunity for either Burrtec or Kaiser to buy the other partys property. disasters like the floods that caused significant damage to the rail line in 2003. Eagle Mountain Site) and significant expenditures are anticipated to be incurred in opposition to this potential project. forfeiture if the executive officer is terminated for cause as defined in the Supplemental Plan (which is the same definition as contained the employment agreements of the executive officers) or if the officer should voluntarily The regulatory process the interest rates on the West Valley MRFs bonds declined to historic low levels. Sale Agreement if it is not satisfied with the results of its due diligence and other matters. Such statements are subject to certain risks, uncertainties, and assumptions. Floor Ontario, CA 91764 909.483.8500 (office) 909.944.6605 Fax) YIA-MAILCOBIONDI@WATERBOARDS.CA.GOV) & FEDERAL EXPRESS Mr. Oscar Biondi Division of Water Rights STATE WATER RESOURCES CONTROL BOARD 1001 1 street, 14th Floor Sacramento, CA 95814 RE: COMMENTS ON To date, we have been able to distribute $12.00 cash per share and one ClassA Unit per share under the cash maximization strategy that was adopted in 2000. filed a petition with the U.S. Supreme Court requesting that it review the adverse U.S. 9th Circuit Court of Appeals. In such instance we would be placed acquire the landfill project site for $1.00, we have increased our original 70% ownership interest in MRC acquired in 1995 to 83.13%. In addition to working for Kaiser, We are seeking further review of such decision by the U.S. Supreme Court but acceptance of Company may have historically had a connection with on half of the United States. Effective July 1, 2018, the buyer of CIL&D, LLCs (the Company) former subsidiary, Kaiser Eagle Mountain, LLC, began making cash interest payments to the Company in accordance with the terms of a Junior Note statements and information contained elsewhere in this Annual Report on Form 10-K, these statements are forward-looking and, therefore, actual results may differ materially. Kaiser, the Company, we, us, and our, refer to past and ongoing business operations conducted in the form of Kaiser Inc. or Kaiser LLC, and their respective subsidiaries. the Company. the U.S. 9th Circuit Court of Appeals but the request for purchase price. reclamation plan for a portion of the mine site there are ongoing reclamation activities for which the Company has also recorded a reserve for the estimated cost of such activities. Net New Revenue is the positive difference, if any, of New Revenue less New Revenue Expenses for any give calendar year. current price for iron ore and the estimated amount of iron ore at the Eagle Mountain Site, a number of parties have expressed interest in pursuing the iron ore and other mineral resources at Eagle Mountain. The current executive officers of the Company are: Richard E. Stoddards biographical information is set forth above under Board of Managers.. With the land exchange completed, the Eagle Mountain Site consists of approximately 10,108 acres with 8,636 acres held in fee (which includes the Eagle Mountain Townsite) and approximately 1,472 acres held as various mining claims. CIL&D, LLC (the Company), entered into that certain Purchase and Sale Agreement (the Sale Agreement), with Kaiser Eagle Mountain, LLC, a wholly-owned subsidiary of the Company (KEM), Eagle Mountain NON-QUALIFIED DEFERRED COMPENSATION PLANS. Other Mineral Resources. The Company currently sponsors a voluntary qualified 401(k) savings plan and one nonqualified pension plan, available to all full-time BSI will continue to provide services for the Company between the Company and BLM as well as two BLM rights-of-way. of utilizing a portion of the municipal solid waste received at the facility. WebThere are 33 companies that have an address matching 337 N Vineyard Ave Ste 400 Ontario, CA 91764. The Companys current plans are to undertake, the work necessary to help facilities in Victorville, California and in the Coachella Valley of California, which are generally not considered to be competitors of the West Valley MRF. acreage owned and controlled at the Eagle Mountain Site would change if the November 2009 U.S. 9th Circuit Court of Appeals decision affirming in part a 2005 U.S. District Court decision setting aside a land exchange completed between the Company and the BLM in October 1999 becomes the final decision These liabilities reflected managements estimate of potential future Even though the closing has not taken place and these funds have not been deposited into an escrow account, interest began accruing on this portion of the purchase However, significant additional funds will be necessary to complete all of our current projects. It is further alleged that hazardous wastes were buried on such property for which the Company is liable. In addition to the in-ground iron ore, there is an estimated 100million tons of coarse tailings and an estimated 35million Additionally, plaintiffs are seeking to add to the shipyard sites that the Accounts receivable and other as of December31, 2010 and 2009 consisted of the following: Note 4. line that accesses the site. material breach, Business Staffing is required to give written notice of such breach and the officer shall have thirty (30)days in which to cure such breach. It is further alleged that hazardous wastes were buried on such property for which the Company is liable. completed land exchange. As a result working capital decreased by $1,573,000 to $4.8 million at December31, 2010. Ferris invested approximately $45 million in MRC. more detail below. Accordingly, we may need to demolish or Company was able to carry back losses realized in 2009. Many of the plaintiffs allege. We anticipate that the Development Agreement will be fully executed and recorded just prior to the anticipated closing of the sale of the landfill project. Our business is developing the remaining assets we received from the KSC bankruptcy and the Since that time, the bankruptcy case was again closed, however, the administration of KSCs bankrupt estate will continue for several more years. The West Valley MRF has the right to purchase the Tar Pits Parcel for $1.00. approximately 5.2 acres was sold in December 1999 for a cash sale price of approximately $1.1 million. operations. WebKaiser Eagle Mountain, LLC 3633 Inland Empire Blvd., Suite 480 Ontario, CA 91764 Re: Eagle Mountain Mine (CA Mine ID # 91-33-0060) Dear Mr. Cook: Recently, Kaiser Eagle Mountain, LLC ("Kaiser") notified the County that it intends to fill particular rock orders from material stockpiles at the Eagle Mountain Mine ("Mine") as participants under the plan due to the sale of the Mill Site Property, the sale of Kaisers Fontana Union stock to Cucamonga, and the tax benefits generated by the conversion to a limited liability company. Specifically, in 2008, 2009 and 2010, the Company: (a)requested that all of the critical employees, officers and Members of the Board of Managers of the Company complete an extensive What was left of the town mostly evaporated following the prison failure, with the exception of the Eagle Mountain School, which continues to serve a small number of elementary and middle school students from the greater area. The top 25 displayed companies are Magnum Printing CO Inc, Harmony Containers Inc, Fjdb Inc, Muffler Crafters International Inc, Kaiser Eagle Mountain LLC, Freeway Commerce Center Limited A California Limited Partnership, Wise Solutions resumption of large-scale mining at the Eagle Mountain Site. WebEAGLE MOUNTAIN LANDFILL PROJECT AND PENDING SALE. Supplemental Executive Retirement Plan. maintenance and possible upgrades will be required for the rail line to become fully operational for the landfill and/or for mining use. level is significantly less than in previous years primarily due to the lingering adverse impacts of the worldwide economic recession. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. In November 2009 in a 2 to 1 decision, the panel majority upheld, in part, the U.S. District Court decision setting aside the land exchange. As previously ECEC has been pursuing this project off and on for nearly 20 years. He is also Vice Chairman of the Board of MRC. However, the City of Vancouver liability company controlled by Terry Cook. There is no assurance that MRC will be funded in the future. maintain free and open communication between the managers, the independent registered public accounting firm and our internal financial management. its application and receipt of regulatory permits and consents required to operate the landfill project. 2001 titled Eagle Mountain Mine-geology of the former Kaiser Steel operation in Riverside County, California. This report states that: This investigation of the Eagle Mountain Mine area, though cursory, revealed new However, approximately half of the As part of the transaction, CCG obtained environmental material reason why the mining and processing of the iron ore reserves and tailings would be physically incompatible with the landfill project. Eagle Mountain, a former mining town that has been vacant for decades, was purchased by Ecology Mountain Holdings LLC. An initial grant of 5,000 ClassA Units was made to Ms.Anderson upon her appointment to the Board of Managers in November 2011 On July30, 2010, our request for an en banc hearing was denied. Site. See Note 16. PROCEEDINGS.. internal control over financial reporting. times and on such terms as we believe will generate maximum value from those assets. The Class C Units are held by Participating Officers still employed by Kaiser LLC, and, upon a Participating Officers departure, all Class C Units are automatically converted into Class D Units. Recycling are jointly and severally liable for any liability that may be imposed on Union Bank for pre-existing environmental conditions on the West Valley MRFs property acquired from the Company that the West Valley MRF fails to timely the denial of the en banc hearing. Thus, we no long have any outstanding options. The contingencies include, but are not limited to, obtaining the transfer of the landfill projects permits to the District, obtaining all necessary consents to the transaction, resolving title matters, The U.S. District Court concluded that the environmental impact statement was deficient in its explanation and/or environment analysis with regard to: (i)the issue of eutrophication which deals ):YesNox. and increased the carrying amount of the associated structures at Eagle Mountain by a comparable amount. on a reoccurring basis. a petition with the U.S. Supreme Court requesting that it review the adverse U.S. 9th Circuit Court of Appeals. As discussed below, MRC will need additional funding to complete the landfill project, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE, We entered into an Amended and Restated Administrative Services Agreement with Business Staffing, Inc. (BSI) effective as of requirement that either party will continue to extend the closing date for the proposed sale of the landfill project. The ClassA Units are subject to substantial transfer unit, versus a net loss of $1,950,000 or $0.30 per unit, reported for 2009. In The adoption of this standard at the beginning of the fiscal 2010 had no impact on the Companys financial position, results of operations or cash flows. Following completion of the land Controversy around the site, however, continued. until late 2009, have negative impact on the revenues, margins and net income of the West Valley MRF. Asbestos Litigation. District Court decision as affirmed in part by the U.S. Since Ongoing Operations. At December31, 2010, there are no other items at fair value. The land exchanged by Kaiser was identified as prime desert tortoise habitat and was a prerequisite to completion of the permitting of the December31, 2010, to Richard E. Stoddard, James F. Verhey and to Tri-C, LLC, a limited liability company controlled by Terry L. Cook. policies, which comply with the Accounting Standards Codification (ASC), are important to the portrayal of the Companys financial condition and results. private prison we implemented a plan in 2004 to reduce our activities at the Eagle Mountain Townsite. LEGAL PROCEEDINGS - Eagle Mountain Landfill Project Land Exchange Litigation. As a result of the denial of the en banc hearing of the prior adverse U.S. 9th Circuit Court of Appeals decision, we determined that the carrying applicable rules. In late March 2009 KSC Recovery, Inc., the bankruptcy estate of the former KSC, and otherwise provided by the plan and by law. The increase in net loss per unit in 2010 is due to the recording of the asset impairment expense in 2010. In addition, benefits, such as health and minimize any exposure we may have to liabilities resulting from the historical operations of the former KSC. manner we anticipate and for a total cost within close proximity to any potential damage liability we have estimated, our business and results of operations may be materially and adversely affected. In August 2000, MRC entered into an agreement to sell the landfill project to the District for $41 million. computation of basic and diluted loss per unit/share: Denominator for basic earnings per unit-weighted-average shares, Denominator for diluted earnings per unit -adjusted weighted-average shares and assumed conversions. information on these transactions see Item 1. BUSINESS - Historical Operations and Completed Transactions in this Annual Report on Form 10-K. resolved and/or the Company cannot otherwise cure various alleged title and other closing issues in a timely fashion, then the Districts purchase of the landfill project would not be completed and the Company might have to abandon Eagle The impairment determination and resulting calculation of fair value of the carrying amount of the landfill investment were made utilizing a probability analysis of the remaining options with regard to the landfill project after 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, Contingencies, when it as a result of the merger. such as quoted prices, interest rates and yield curves. regarding the resources at Eagle Mountain please see Item 2. the duties and indemnification obligations to Riverside County; the extensive financial assurances to be provided to Riverside County; the reservation and availability of landfill space for waste generated within Riverside County; and events of Payments, if any, will be made under a formula that replicates the amount that would have each share of common stock in Kaiser Inc. The proposed project would occupy federal lands administered by the Bureau of Land Management (BLM) and private lands owned by Kaiser Eagle Mountain, LLC. The ECEC pumped storage project is also a risk to the successful completion of the landfill project (as well as to other projects at the ultimately resolved through our appeal to the U.S. Supreme Court or a fix resolution of the remaining issues arising from the litigation through the BLM, it will impact the amount and nature of our land holdings. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. DEFAULT ON JUNIOR SECURED NOTE.In June 2015 Eagle Mountain Acquisition LLC (Buyer) purchased CIL&D, LLCs (the Company) former wholly owned subsidiary, Kaiser Eagle Mountain, LLC (KEM).KEM owns and/or controls the property at Eagle Mountain located in Riverside County, California. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where Company purchased an insurance policy effective June30, 2001 that is designed to provide broad commercial general liability, pollution legal liability, and contractual indemnity coverage for the Companys ongoing and historical Kaisers Voluntary Employees Beneficiary Association Trust (VEBA) (2). the primary beneficiary of a VIE. Any performance bonus payable under the Performance Bonus Plan shall be paid equally West Valley MRF monitors such waste to ensure that it receives its appropriate share of such waste from the territory agreed upon between Burrtec and Kaiser. Possible projects include a waste to This positive impact was enhanced by lower operating and partnership expenses be impacted by natural disasters like the floods that caused significant damage to the rail line in 2003. The adverse U.S. 9th Circuit Court of Appeals decision involving the completed land exchange substantially increases the likelihood of these risks. December31, 2010, Kaiser LLC had 872 and 128 Class C and D Units outstanding, respectively. The assets of this plan are held in a rabbi trust. Free trial requires registration and a valid credit card. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller Eagle Crest Energy Company, referred to as ECEC, one of the original opponents to the landfill project, is pursuing a license from the Federal Energy Regulatory Commission, referred to as FERC, for a proposed 1,300 mega-watt During 2009 the following unit transactions took place: Retirement of Class A Units purchased through tender offer, Units granted to officers and Board of Managers, Net increase in ClassA Units outstanding. Acquisition of ECEC has filed for a necessary water quality certification from the State of California. The Company has changed its name twice since reorganization in June 1993 and 1995, to Kaiser Resources Inc. and to Kaiser Ventures Inc. interest increases or decreases after January1, 2007. ProLogis is considered the worlds largest developer of commercial warehouse space. New Revenue does not include revenues generated from the sale of Kaisers existing assets and projects, except as provided in the Performance Bonus At December31, 2010, the Company holds $1,190,000 in cash it had previously sent to its transfer agent in December 2001 for the payment of the $10.00 per share merger consideration to shareholders. of the sale of a portion of the Companys investments to provide cash for operations. Kaisers Eagle aggressively pursuing possible mineral opportunities. All current costs are expensed as incurred. option for the measurement of short-term investments in an effort to more clearly identify the actual value of the investment and its earnings for each reporting period.
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