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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tejon Ranch Co | NYSE:TRC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.18 | -1.07% | 16.68 | 17.04 | 16.51 | 17.04 | 58,656 | 01:00:00 |
FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TEJON RANCH CO.
|
|
|
(Exact name of Registrant as specified in its charter)
|
|
Delaware
|
|
77-0196136
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate - commercial/industrial
|
$
|
2,432
|
|
|
$
|
2,221
|
|
|
$
|
7,106
|
|
|
$
|
6,534
|
|
Mineral resources
|
1,142
|
|
|
1,125
|
|
|
4,662
|
|
|
13,052
|
|
||||
Farming
|
7,466
|
|
|
9,319
|
|
|
9,398
|
|
|
11,042
|
|
||||
Ranch operations
|
868
|
|
|
414
|
|
|
2,809
|
|
|
2,253
|
|
||||
Total revenues
|
11,908
|
|
|
13,079
|
|
|
23,975
|
|
|
32,881
|
|
||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate - commercial/industrial
|
1,315
|
|
|
1,747
|
|
|
4,960
|
|
|
5,140
|
|
||||
Real estate - resort/residential
|
271
|
|
|
323
|
|
|
1,401
|
|
|
1,252
|
|
||||
Mineral resources
|
528
|
|
|
667
|
|
|
2,381
|
|
|
7,160
|
|
||||
Farming
|
7,921
|
|
|
7,781
|
|
|
10,502
|
|
|
10,637
|
|
||||
Ranch operations
|
1,153
|
|
|
1,374
|
|
|
4,107
|
|
|
4,263
|
|
||||
Corporate expenses
|
2,277
|
|
|
3,096
|
|
|
7,716
|
|
|
9,262
|
|
||||
Total expenses
|
13,465
|
|
|
14,988
|
|
|
31,067
|
|
|
37,714
|
|
||||
Operating loss
|
(1,557
|
)
|
|
(1,909
|
)
|
|
(7,092
|
)
|
|
(4,833
|
)
|
||||
Other Income:
|
|
|
|
|
|
|
|
||||||||
Investment income
|
91
|
|
|
112
|
|
|
289
|
|
|
350
|
|
||||
Other income
|
52
|
|
|
32
|
|
|
83
|
|
|
120
|
|
||||
Total other income
|
143
|
|
|
144
|
|
|
372
|
|
|
470
|
|
||||
Loss from operations before equity in earnings of unconsolidated joint ventures
|
(1,414
|
)
|
|
(1,765
|
)
|
|
(6,720
|
)
|
|
(4,363
|
)
|
||||
Equity in earnings of unconsolidated joint ventures, net
|
1,724
|
|
|
2,353
|
|
|
3,512
|
|
|
5,650
|
|
||||
(Loss) Income before income tax expense
|
310
|
|
|
588
|
|
|
(3,208
|
)
|
|
1,287
|
|
||||
Income tax (benefit) expense
|
336
|
|
|
271
|
|
|
(1,268
|
)
|
|
503
|
|
||||
Net (loss) income
|
(26
|
)
|
|
317
|
|
|
(1,940
|
)
|
|
784
|
|
||||
Net loss attributable to non-controlling interest
|
(4
|
)
|
|
(7
|
)
|
|
(42
|
)
|
|
(61
|
)
|
||||
Net (loss) income attributable to common stockholders
|
$
|
(22
|
)
|
|
$
|
324
|
|
|
$
|
(1,898
|
)
|
|
$
|
845
|
|
Net (loss) income per share attributable to common stockholders, basic
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.04
|
|
Net (loss) income per share attributable to common stockholders, diluted
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.04
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss) income
|
$
|
(26
|
)
|
|
$
|
317
|
|
|
$
|
(1,940
|
)
|
|
$
|
784
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available for sale securities
|
18
|
|
|
(57
|
)
|
|
73
|
|
|
184
|
|
||||
Benefit plan adjustments
|
—
|
|
|
—
|
|
|
1,139
|
|
|
—
|
|
||||
SERP liability adjustments
|
—
|
|
|
—
|
|
|
487
|
|
|
—
|
|
||||
Unrealized gain (loss) on interest rate swap
|
95
|
|
|
578
|
|
|
217
|
|
|
(2,729
|
)
|
||||
Other comprehensive income (loss) before taxes
|
113
|
|
|
521
|
|
|
1,916
|
|
|
(2,545
|
)
|
||||
Benefit (provision) from income taxes related to other comprehensive income (loss) items
|
(40
|
)
|
|
(182
|
)
|
|
(771
|
)
|
|
890
|
|
||||
Other comprehensive income (loss)
|
73
|
|
|
339
|
|
|
1,145
|
|
|
(1,655
|
)
|
||||
Comprehensive (loss) income
|
47
|
|
|
656
|
|
|
(795
|
)
|
|
(871
|
)
|
||||
Comprehensive loss attributable to non-controlling interests
|
(4
|
)
|
|
(7
|
)
|
|
(42
|
)
|
|
(61
|
)
|
||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
51
|
|
|
$
|
663
|
|
|
$
|
(753
|
)
|
|
$
|
(810
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,658
|
|
|
$
|
1,258
|
|
Marketable securities - available-for-sale
|
21,494
|
|
|
26,675
|
|
||
Accounts receivable
|
7,330
|
|
|
8,740
|
|
||
Inventories
|
5,399
|
|
|
3,084
|
|
||
Prepaid expenses and other current assets
|
2,576
|
|
|
3,107
|
|
||
Total current assets
|
39,457
|
|
|
42,864
|
|
||
Real estate and improvements - held for lease, net
|
18,408
|
|
|
20,026
|
|
||
Real estate development (includes $92,194 at September 30, 2017 and $89,381 at December 31, 2016, attributable to Centennial Founders, LLC, Note 15)
|
262,496
|
|
|
248,265
|
|
||
Property and equipment, net
|
45,455
|
|
|
46,034
|
|
||
Investments in unconsolidated joint ventures
|
28,911
|
|
|
33,803
|
|
||
Net investment in water assets
|
47,318
|
|
|
43,764
|
|
||
Deferred tax assets
|
1,464
|
|
|
2,282
|
|
||
Other assets
|
4,030
|
|
|
2,663
|
|
||
TOTAL ASSETS
|
$
|
447,539
|
|
|
$
|
439,701
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
3,361
|
|
|
$
|
2,415
|
|
Accrued liabilities and other
|
4,046
|
|
|
3,188
|
|
||
Deferred income
|
1,668
|
|
|
1,529
|
|
||
Revolving line of credit
|
17,000
|
|
|
7,700
|
|
||
Current maturities of long-term debt
|
4,016
|
|
|
3,853
|
|
||
Total current liabilities
|
30,091
|
|
|
18,685
|
|
||
Long-term debt, less current portion
|
66,806
|
|
|
69,853
|
|
||
Long-term deferred gains
|
3,373
|
|
|
3,662
|
|
||
Other liabilities
|
11,165
|
|
|
13,034
|
|
||
Total liabilities
|
111,435
|
|
|
105,234
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Tejon Ranch Co. Stockholders’ Equity
|
|
|
|
||||
Common stock, $.50 par value per share:
|
|
|
|
||||
Authorized shares - 30,000,000
|
|
|
|
||||
Issued and outstanding shares - 20,865,350 at September 30, 2017 and 20,810,301 at December 31, 2016
|
10,433
|
|
|
10,405
|
|
||
Additional paid-in capital
|
232,166
|
|
|
229,762
|
|
||
Accumulated other comprehensive loss
|
(5,094
|
)
|
|
(6,239
|
)
|
||
Retained earnings
|
70,049
|
|
|
71,947
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
307,554
|
|
|
305,875
|
|
||
Non-controlling interest
|
28,550
|
|
|
28,592
|
|
||
Total equity
|
336,104
|
|
|
334,467
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
447,539
|
|
|
$
|
439,701
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net (loss) income
|
$
|
(1,940
|
)
|
|
$
|
784
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,422
|
|
|
4,170
|
|
||
Amortization of premium/discount of marketable securities
|
236
|
|
|
386
|
|
||
Equity in earnings of unconsolidated joint ventures
|
(3,512
|
)
|
|
(5,650
|
)
|
||
Non-cash retirement plan expense
|
404
|
|
|
725
|
|
||
Gain on sale of real estate/assets
|
93
|
|
|
—
|
|
||
Deferred income taxes
|
46
|
|
|
755
|
|
||
Stock compensation expense
|
2,571
|
|
|
3,297
|
|
||
Excess tax benefit from stock-based compensation
|
143
|
|
|
—
|
|
||
Distribution of earnings from unconsolidated joint ventures
|
7,200
|
|
|
4,500
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, inventories and other assets, net
|
(1,137
|
)
|
|
(6,622
|
)
|
||
Current liabilities
|
376
|
|
|
(932
|
)
|
||
Net cash provided by operating activities
|
7,902
|
|
|
1,413
|
|
||
Investing Activities
|
|
|
|
||||
Maturities and sales of marketable securities
|
5,274
|
|
|
9,010
|
|
||
Funds invested in marketable securities
|
(255
|
)
|
|
(4,014
|
)
|
||
Real estate and equipment expenditures
|
(15,579
|
)
|
|
(19,760
|
)
|
||
Communities Facilities District and other reimbursements
|
—
|
|
|
4,650
|
|
||
Investment in unconsolidated joint ventures
|
(252
|
)
|
|
(1,900
|
)
|
||
Distribution of equity from unconsolidated joint ventures
|
3,018
|
|
|
1,600
|
|
||
Investments in long-term water assets
|
(4,567
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(12,361
|
)
|
|
(10,414
|
)
|
||
Financing Activities
|
|
|
|
||||
Borrowings of short-term debt
|
13,300
|
|
|
19,500
|
|
||
Repayments of short-term debt
|
(4,000
|
)
|
|
(8,500
|
)
|
||
Repayments of long-term debt
|
(2,901
|
)
|
|
(190
|
)
|
||
Taxes on vested stock grants
|
(540
|
)
|
|
(314
|
)
|
||
Net cash provided by financing activities
|
5,859
|
|
|
10,496
|
|
||
Increase in cash and cash equivalents
|
1,400
|
|
|
1,495
|
|
||
Cash and cash equivalents at beginning of period
|
1,258
|
|
|
1,930
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,658
|
|
|
$
|
3,425
|
|
Supplemental cash flow information
|
|
|
|
||||
Accrued capital expenditures included in current liabilities
|
$
|
792
|
|
|
$
|
1,253
|
|
Income taxes paid
|
$
|
—
|
|
|
$
|
1,350
|
|
Non cash capital contribution to unconsolidated joint venture
|
$
|
1,339
|
|
|
$
|
—
|
|
|
Common Stock Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2016
|
20,810,301
|
|
|
$
|
10,405
|
|
|
$
|
229,762
|
|
|
$
|
(6,239
|
)
|
|
$
|
71,947
|
|
|
$
|
305,875
|
|
|
$
|
28,592
|
|
|
$
|
334,467
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,898
|
)
|
|
(1,898
|
)
|
|
(42
|
)
|
|
(1,940
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,145
|
|
|
—
|
|
|
1,145
|
|
|
—
|
|
|
1,145
|
|
|||||||
Restricted stock issuance
|
84,653
|
|
|
43
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
2,973
|
|
|
—
|
|
|
—
|
|
|
2,973
|
|
|
—
|
|
|
2,973
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(29,604
|
)
|
|
(15
|
)
|
|
(525
|
)
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
—
|
|
|
(540
|
)
|
|||||||
Balance September 30, 2017
|
20,865,350
|
|
|
$
|
10,433
|
|
|
$
|
232,166
|
|
|
$
|
(5,094
|
)
|
|
$
|
70,049
|
|
|
$
|
307,554
|
|
|
$
|
28,550
|
|
|
$
|
336,104
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||
Common stock
|
20,864,470
|
|
|
20,732,767
|
|
|
20,849,325
|
|
|
20,719,900
|
|
Common stock equivalents-stock options, grants
|
30,003
|
|
|
128,334
|
|
|
43,951
|
|
|
125,940
|
|
Diluted shares outstanding
|
20,894,473
|
|
|
20,861,101
|
|
|
20,893,276
|
|
|
20,845,840
|
|
($ in thousands)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
Marketable Securities:
|
Fair Value
Hierarchy
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
$
|
1,295
|
|
|
$
|
1,292
|
|
|
$
|
1,868
|
|
|
$
|
1,863
|
|
with unrecognized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrecognized gains
|
|
3,494
|
|
|
3,500
|
|
|
3,320
|
|
|
3,329
|
|
||||
Total Certificates of deposit
|
Level 1
|
4,789
|
|
|
4,792
|
|
|
5,188
|
|
|
5,192
|
|
||||
US Treasury and agency notes
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
1,051
|
|
|
1,050
|
|
|
947
|
|
|
946
|
|
||||
with unrecognized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrecognized gains
|
|
120
|
|
|
120
|
|
|
857
|
|
|
859
|
|
||||
Total US Treasury and agency notes
|
Level 2
|
1,171
|
|
|
1,170
|
|
|
1,804
|
|
|
1,805
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
7,863
|
|
|
7,849
|
|
|
11,658
|
|
|
11,592
|
|
||||
with unrecognized losses for more than 12 months
|
|
1,681
|
|
|
1,677
|
|
|
1,053
|
|
|
1,042
|
|
||||
with unrecognized gains
|
|
2,955
|
|
|
2,957
|
|
|
3,431
|
|
|
3,435
|
|
||||
Total Corporate notes
|
Level 2
|
12,499
|
|
|
12,483
|
|
|
16,142
|
|
|
16,069
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
1,428
|
|
|
1,419
|
|
|
2,556
|
|
|
2,526
|
|
||||
with unrecognized losses for more than 12 months
|
|
600
|
|
|
596
|
|
|
271
|
|
|
269
|
|
||||
with unrecognized gains
|
|
1,032
|
|
|
1,034
|
|
|
812
|
|
|
814
|
|
||||
Total Municipal notes
|
Level 2
|
3,060
|
|
|
3,049
|
|
|
3,639
|
|
|
3,609
|
|
||||
|
|
$
|
21,519
|
|
|
$
|
21,494
|
|
|
$
|
26,773
|
|
|
$
|
26,675
|
|
|
September 30, 2017
|
||||||||||||||||||
($ in thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
145
|
|
|
$
|
4,306
|
|
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
4,775
|
|
U.S. Treasury and agency notes
|
592
|
|
|
444
|
|
|
142
|
|
|
—
|
|
|
1,178
|
|
|||||
Corporate notes
|
1,124
|
|
|
7,073
|
|
|
4,065
|
|
|
—
|
|
|
12,262
|
|
|||||
Municipal notes
|
245
|
|
|
1,688
|
|
|
1,107
|
|
|
—
|
|
|
3,040
|
|
|||||
|
$
|
2,106
|
|
|
$
|
13,511
|
|
|
$
|
5,638
|
|
|
$
|
—
|
|
|
$
|
21,255
|
|
|
December 31, 2016
|
||||||||||||||||||
($ in thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
531
|
|
|
$
|
4,306
|
|
|
$
|
324
|
|
|
—
|
|
|
$
|
5,161
|
|
|
U.S. Treasury and agency notes
|
1,234
|
|
|
444
|
|
|
142
|
|
|
—
|
|
|
1,820
|
|
|||||
Corporate notes
|
4,316
|
|
|
7,133
|
|
|
4,232
|
|
|
—
|
|
|
15,681
|
|
|||||
Municipal notes
|
840
|
|
|
1,688
|
|
|
1,075
|
|
|
—
|
|
|
3,603
|
|
|||||
|
$
|
6,921
|
|
|
$
|
13,571
|
|
|
$
|
5,773
|
|
|
$
|
—
|
|
|
$
|
26,265
|
|
($ in thousands)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Real estate development
|
|
|
|
||||
Mountain Village
|
$
|
130,542
|
|
|
$
|
126,096
|
|
Centennial
|
92,194
|
|
|
89,381
|
|
||
Grapevine
|
27,246
|
|
|
23,917
|
|
||
Tejon Ranch Commerce Center
|
12,514
|
|
|
8,871
|
|
||
Real estate development
|
262,496
|
|
|
248,265
|
|
||
|
|
|
|
||||
Real estate and improvements - held for lease
|
|
|
|
||||
Tejon Ranch Commerce Center
|
20,293
|
|
|
21,643
|
|
||
Real estate and improvements - held for lease
|
20,293
|
|
|
21,643
|
|
||
Less accumulated depreciation
|
(1,885
|
)
|
|
(1,617
|
)
|
||
Real estate and improvements - held for lease, net
|
$
|
18,408
|
|
|
$
|
20,026
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Banked water and water for future delivery
|
$
|
5,070
|
|
|
$
|
4,779
|
|
Transferable water
|
13,351
|
|
|
9,075
|
|
||
Total tangible water
|
$
|
18,421
|
|
|
$
|
13,854
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Costs
|
|
Accumulated Depreciation
|
|
Costs
|
|
Accumulated Depreciation
|
||||||||
Dudley Ridge water rights
|
$
|
12,203
|
|
|
$
|
(3,448
|
)
|
|
$
|
12,203
|
|
|
$
|
(2,895
|
)
|
Nickel water rights
|
18,740
|
|
|
(2,517
|
)
|
|
18,740
|
|
|
(2,218
|
)
|
||||
Tulare Lake Basin water rights
|
5,857
|
|
|
(1,938
|
)
|
|
5,857
|
|
|
(1,777
|
)
|
||||
|
$
|
36,800
|
|
|
$
|
(7,903
|
)
|
|
$
|
36,800
|
|
|
$
|
(6,890
|
)
|
Net intangible water assets
|
28,897
|
|
|
|
|
29,910
|
|
|
|
||||||
Total tangible water assets
|
18,421
|
|
|
|
|
13,854
|
|
|
|
||||||
Net investments in water assets
|
$
|
47,318
|
|
|
|
|
$
|
43,764
|
|
|
|
($ in thousands)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Accrued vacation
|
$
|
770
|
|
|
$
|
901
|
|
Accrued paid personal leave
|
484
|
|
|
590
|
|
||
Accrued bonus
|
1,512
|
|
|
1,346
|
|
||
Other
|
1,280
|
|
|
351
|
|
||
|
$
|
4,046
|
|
|
$
|
3,188
|
|
($ in thousands)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Revolving line of credit
|
$
|
17,000
|
|
|
$
|
7,700
|
|
Notes payable
|
70,679
|
|
|
73,400
|
|
||
Other borrowings
|
288
|
|
|
467
|
|
||
Total short-term and long-term debt
|
87,967
|
|
|
81,567
|
|
||
Less: line-of-credit and current maturities of long-term debt
|
(21,016
|
)
|
|
(11,553
|
)
|
||
Less: deferred loan costs
|
(145
|
)
|
|
(161
|
)
|
||
Long-term debt, less current portion
|
$
|
66,806
|
|
|
$
|
69,853
|
|
($ in thousands)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Pension liability (Note 13)
|
$
|
1,626
|
|
|
$
|
2,931
|
|
Interest rate swap liability (Note 10)
|
1,648
|
|
|
1,865
|
|
||
Supplemental executive retirement plan liability (Note 13)
|
7,605
|
|
|
8,015
|
|
||
Other
|
286
|
|
|
223
|
|
||
Total
|
$
|
11,165
|
|
|
$
|
13,034
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||
Stock grants outstanding beginning of the year at target achievement
|
386,171
|
|
|
272,353
|
|
New stock grants/additional shares due to maximum achievement
|
295,243
|
|
|
287,091
|
|
Vested grants
|
(55,024
|
)
|
|
(172,749
|
)
|
Expired/forfeited grants
|
(40,545
|
)
|
|
(524
|
)
|
Stock grants outstanding
|
585,845
|
|
|
386,171
|
|
($ in thousands)
|
Nine Months Ended September 30,
|
||||||
Employee Plan:
|
2017
|
|
2016
|
||||
Expensed
|
$
|
2,067
|
|
|
$
|
1,768
|
|
Capitalized
|
402
|
|
|
139
|
|
||
|
2,469
|
|
|
1,907
|
|
||
NDSI Plan - Expensed
|
504
|
|
|
363
|
|
||
Total Stock Compensation Costs
|
$
|
2,973
|
|
|
$
|
2,270
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Rate
|
|
Fair Value
|
|
Notional Amount
|
October 15, 2014
|
|
October 5, 2024
|
|
Level 2
|
|
4.11%
|
|
$(1,648)
|
|
$66,916
|
|
Nine Months Ended September 30,
|
||||||
($ in thousands)
|
2017
|
|
2016
|
||||
Cost components:
|
|
|
|
||||
Service cost-benefits earned during the period
|
$
|
(30
|
)
|
|
$
|
(167
|
)
|
Interest cost on projected benefit obligation
|
(292
|
)
|
|
(305
|
)
|
||
Expected return on plan assets
|
397
|
|
|
387
|
|
||
Net amortization and deferral
|
(74
|
)
|
|
(138
|
)
|
||
Total net periodic pension cost
|
$
|
1
|
|
|
$
|
(223
|
)
|
|
Nine Months Ended September 30,
|
||||||
($ in thousands)
|
2017
|
|
2016
|
||||
Cost components:
|
|
|
|
||||
Interest cost on projected benefit obligation
|
$
|
(216
|
)
|
|
$
|
(242
|
)
|
Net amortization and deferral
|
(189
|
)
|
|
(257
|
)
|
||
Total net periodic pension cost
|
$
|
(405
|
)
|
|
$
|
(499
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Pastoria Energy Facility Lease
|
$
|
1,054
|
|
|
$
|
967
|
|
|
$
|
2,779
|
|
|
$
|
2,698
|
|
Tejon Ranch Commerce Center
|
700
|
|
|
503
|
|
|
2,287
|
|
|
1,509
|
|
||||
Commercial leases
|
309
|
|
|
378
|
|
|
901
|
|
|
1,182
|
|
||||
Communication leases
|
229
|
|
|
205
|
|
|
603
|
|
|
595
|
|
||||
Landscaping and other
|
140
|
|
|
168
|
|
|
536
|
|
|
550
|
|
||||
Land sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial/industrial revenues
|
2,432
|
|
|
2,221
|
|
|
7,106
|
|
|
6,534
|
|
||||
Equity in earnings from unconsolidated joint ventures
|
1,724
|
|
|
2,353
|
|
|
3,512
|
|
|
5,650
|
|
||||
Total commercial/industrial revenues and equity in earnings from unconsolidated joint ventures
|
4,156
|
|
|
4,574
|
|
|
10,618
|
|
|
12,184
|
|
||||
Net operating income from commercial/industrial and unconsolidated joint ventures
|
$
|
2,841
|
|
|
$
|
2,827
|
|
|
$
|
5,658
|
|
|
$
|
7,044
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Oil and gas
|
$
|
356
|
|
|
$
|
394
|
|
|
$
|
1,161
|
|
|
$
|
1,163
|
|
Water sales
|
—
|
|
|
—
|
|
|
1,254
|
|
|
9,601
|
|
||||
Rock aggregate
|
262
|
|
|
306
|
|
|
690
|
|
|
813
|
|
||||
Cement
|
398
|
|
|
367
|
|
|
1,195
|
|
|
996
|
|
||||
Land lease for oil exploration
|
51
|
|
|
25
|
|
|
76
|
|
|
151
|
|
||||
Reimbursable costs
|
75
|
|
|
33
|
|
|
286
|
|
|
328
|
|
||||
Total mineral resources revenues
|
1,142
|
|
|
1,125
|
|
|
4,662
|
|
|
13,052
|
|
||||
Net operating income from mineral resources
|
$
|
614
|
|
|
$
|
458
|
|
|
$
|
2,281
|
|
|
$
|
5,892
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Almonds
|
$
|
1,778
|
|
|
$
|
1,310
|
|
|
$
|
2,568
|
|
|
$
|
2,654
|
|
Pistachios
|
3,104
|
|
|
5,745
|
|
|
3,672
|
|
|
6,003
|
|
||||
Wine grapes
|
2,161
|
|
|
1,961
|
|
|
2,161
|
|
|
1,961
|
|
||||
Hay and other
|
423
|
|
|
303
|
|
|
997
|
|
|
424
|
|
||||
Total farming revenues
|
7,466
|
|
|
9,319
|
|
|
9,398
|
|
|
11,042
|
|
||||
Net operating income (loss) from farming
|
$
|
(455
|
)
|
|
$
|
1,538
|
|
|
$
|
(1,104
|
)
|
|
$
|
405
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Game management
|
$
|
277
|
|
|
$
|
258
|
|
|
$
|
918
|
|
|
$
|
1,110
|
|
Grazing
|
474
|
|
|
(8
|
)
|
|
1,292
|
|
|
765
|
|
||||
Filming and other
|
117
|
|
|
164
|
|
|
599
|
|
|
378
|
|
||||
Total ranch operations revenues
|
868
|
|
|
414
|
|
|
2,809
|
|
|
2,253
|
|
||||
Net operating loss from ranch operations
|
$
|
(285
|
)
|
|
$
|
(960
|
)
|
|
$
|
(1,298
|
)
|
|
$
|
(2,010
|
)
|
•
|
Petro Travel Plaza Holdings LLC – TA/Petro is an unconsolidated joint venture with TravelCenters of America, LLC for the development and management of travel plazas and convenience stores. The Company has
50%
voting rights and shares
60%
of profit and losses in this joint venture. It houses multiple commercial eating establishments as well as diesel and gasoline operations in TRCC. The Company does not control the investment due to its having only
50%
voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision making authority regarding key business components such as fuel inventory and pricing at the facility. At
September 30, 2017
, the Company had an equity investment balance of
$15,846,000
in this joint venture.
|
•
|
Majestic Realty Co. – Majestic Realty Co., or Majestic, is a privately-held developer and owner of master planned business parks in the United States. The Company partnered with Majestic to form
two
50/50 joint ventures to acquire, develop, manage, and operate industrial real estate at TRCC. The partners have equal voting rights and equally share in the profit and loss of the joint venture.
|
◦
|
In August 2016, we partnered with Majestic to form TRC-MRC 2, LLC to acquire, lease, and maintain a fully occupied warehouse at TRCC-West. The partnership acquired the
651,909
square foot building for
$24,773,000
and was largely financed through a
$21,080,000
promissory note guaranteed by both partners. The note matures in September 2020 and currently has an outstanding principal balance of
$21,080,000
. Since inception, we have received excess distributions resulting in a deficit balance of
$54,000
. In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities section of our consolidated balance sheet. We will continue to record our equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income immediately.
|
◦
|
In September 2016, TRC-MRC 1, LLC was formed to develop and operate an approximately
480,480
square foot industrial building at TRCC-East. The joint venture completed construction of the building during the third quarter of 2017. Since inception of the joint venture, we received distributions of
$1,952,000
representing excess distributions resulting in a deficit balance of
$4,000
. In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities section of our consolidated balance sheet. We will continue to record our equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income immediately. The joint venture currently has borrowings under a
$25,000,000
construction loan of which
$16,150,000
has been drawn.
|
•
|
Rockefeller Joint Ventures – The Company has
three
joint ventures with Rockefeller Group Development Corporation or Rockefeller. At
September 30, 2017
, the Company’s combined equity investment balance in these three joint ventures was
$13,065,000
.
|
◦
|
Two
joint ventures are for the development of buildings on approximately
91
acres and are part of an agreement for the potential development of up to
500
acres of land in TRCC. The Company owns a
50%
interest in each of the joint ventures. Currently the Five West Parcel LLC joint venture owns and leases a
606,000
square foot building to Dollar General which has now been extended to April 2022, and includes an option to extend for an additional three years. For operating revenue, please see the following table. The Five West Parcel joint venture currently has an outstanding term loan with a balance of
$9,847,000
that matures on May 5, 2022. The Company and Rockefeller guarantee the performance of the debt. The second of these joint ventures, 18-19 West LLC, was formed in August 2009 through the contribution of
61.5
acres of land by the Company, which is being held for future development. Both of these joint ventures are being accounted for under the equity method due to both members having significant participating rights in the management of the ventures.
|
◦
|
The third joint venture is the TRCC/Rock Outlet Center LLC joint venture that was formed during the second quarter of 2013 to develop, own, and manage a net leasable
326,000
square foot outlet center on land at TRCC-East. The cost of the outlet center was approximately
$87,000,000
and was funded through a construction loan for up to
60%
of the costs and the remaining
40%
was through equity contributions from the
two
members. The Company controls
50%
of the voting interests of TRCC/Rock Outlet Center LLC, thus it does not control by voting interest alone. The Company is the named managing member, as such we considered the presumption that a managing member controls the limited liability company. The managing member's responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during development and operations, including the setting and monitoring of the budget, leasing, marketing, financing and selection of the contractor for any of the project's construction, are jointly made by both members of the joint venture. Therefore, the Company concluded that both members have significant participating rights that are sufficient to overcome the presumption of the Company controlling the joint venture through it being named the managing member. Therefore, the investment in TRCC/Rock Outlet Center LLC is being accounted for under the equity method. The TRCC/Rock Outlet Center LLC joint venture is separate from the aforementioned agreement to potentially develop up to
500
acres of land in TRCC. During the fourth quarter of 2013, the TRCC/Rock Outlet Center LLC joint venture entered into a construction line of credit agreement with a financial institution for
$52,000,000
that, as of
September 30, 2017
, had an outstanding balance of
$49,235,000
. The Company and Rockefeller guarantee the performance of the debt.
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC, or CFL, is a joint venture with TRI Pointe Homes, Lewis Investment Company, and CalAtlantic that was organized to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC and the change in control and funding that resulted from the amended agreement, CFL qualified as a VIE, beginning in the third quarter of 2009 and the Company was determined to be the primary beneficiary. As a result, CFL has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. On November 30, 2016, CFL and Lewis entered a Redemption and Withdrawal Agreement (the Agreement), whereby Lewis irrevocably and unconditionally withdrew as a member of CFL, CFL redeemed Lewis' entire interest for no consideration. At
September 30, 2017
, the Company owned
87.71%
of CFL.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Joint Venture
|
TRC
|
|
Joint Venture
|
TRC
|
||||||||||||||||||||
($ in thousands)
|
Assets
|
Debt
|
Equity
|
Equity
|
|
Assets
|
Debt
|
Equity
|
Equity
|
||||||||||||||||
Petro Travel Plaza Holdings, LLC
|
$
|
65,177
|
|
$
|
(15,278
|
)
|
$
|
47,077
|
|
$
|
15,846
|
|
|
$
|
68,652
|
|
$
|
(15,275
|
)
|
$
|
51,287
|
|
$
|
18,372
|
|
Five West Parcel, LLC
|
15,845
|
|
(9,847
|
)
|
5,790
|
|
2,710
|
|
|
16,614
|
|
(10,251
|
)
|
6,043
|
|
2,837
|
|
||||||||
18-19 West, LLC
|
4,633
|
|
—
|
|
4,614
|
|
1,733
|
|
|
4,623
|
|
—
|
|
4,621
|
|
1,741
|
|
||||||||
TRCC/Rock Outlet Center, LLC
|
83,570
|
|
(49,235
|
)
|
33,371
|
|
8,622
|
|
|
86,056
|
|
(50,712
|
)
|
34,523
|
|
9,198
|
|
||||||||
TRC-MRC 1, LLC
|
22,861
|
|
(16,150
|
)
|
4,542
|
|
—
|
|
|
199
|
|
—
|
|
199
|
|
224
|
|
||||||||
TRC-MRC 2, LLC
|
21,282
|
|
(21,080
|
)
|
(108
|
)
|
—
|
|
|
23,965
|
|
(21,080
|
)
|
2,592
|
|
1,431
|
|
||||||||
Total
|
$
|
213,368
|
|
$
|
(111,590
|
)
|
$
|
95,286
|
|
$
|
28,911
|
|
|
$
|
200,109
|
|
$
|
(97,318
|
)
|
$
|
99,265
|
|
$
|
33,803
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Centennial Founders, LLC
|
87,966
|
|
—
|
|
86,897
|
|
***
|
|
|
86,099
|
|
—
|
|
85,281
|
|
***
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
*** Centennial Founders, LLC is consolidated within the Company's financial statements
|
•
|
MV encompasses 5,082 acres for a mixed use development to include housing, retail, and commercial industrial components. MV is entitled for 3,450 homes, 160,000 square feet of commercial development, 750 hotel keys, and more than 21,335 acres of open space.
|
•
|
Centennial is a large master-planned community development encompassing approximately 12,323 acres of our land within Los Angeles County. Upon completion of Centennial, it is estimated that the community will include approximately 19,333 homes, and 10.1 million square feet of commercial development.
|
•
|
Grapevine is an approximately 8,010-acre potential development area located on the San Joaquin Valley floor area of our lands, adjacent to TRCC. Grapevine has received approval for 12,000 to 14,000 homes, 5.1 million square feet for commercial development, and more than 3,367 acres of open space and parks.
|
•
|
We experienced a $2,331,000 overall decrease in pistachio revenues when compared to the same period in 2016 where we had record pistachio crop yields. When comparing 2017 crop year sales with 2016 crop year sales, revenues declined $4,445,000, as a result of reduced yields driven by 2017 being the alternate down bearing year for pistachios and a warm winter, which reduced the number of hours the trees were dormant. We experienced similarly low yields in 2015 as a result of the mild 2015 winter. The Company purchases crop insurance to mitigate weather-related reductions in crop production. The Company anticipates hearing from the insurance company as to the amount during the fourth quarter. Offsetting this decrease was a grower bonus of $1,461,000 associated with our 2016 crop. The Company recorded a receivable for $1,461,000 and expects payment during the fourth quarter. Also offsetting the decrease were sales improvements of 2016 carryover pistachio crops in 2017 of $653,000. Comparatively, we sold 258,000 pounds and 47,000 pounds of carryover pistachios during the nine months ended September 30, 2017 and 2016, respectively.
|
•
|
We had a reduction in almond revenues of $86,000 primarily as a result of fewer carryover crop sales during 2017. Comparatively we sold 297,000 pounds and 420,000 pounds of our carryover almond crop sales as of September 30, 2017 and 2016, respectively. The reduced sales volumes reduced carryover almond crop revenues by $511,000. Offsetting the decrease, were improvements in current year crop sales of $462,000. Comparatively, we sold 574,000 pounds and 404,000 pounds as of September 30, 2017 and 2016, respectively.
|
•
|
We generated $561,000 in revenues associated with a farming lease that was entered into during the fourth quarter of 2016.
|
•
|
We saw improvements in wine grape revenues of $200,000, when compared to the same period in 2016, as a result of 979 additional tons of wine grapes sold resulting from improved yields.
|
•
|
There was a
$766,000
decrease
in our share of earnings from our TA/Petro joint venture. The decline is driven by increased operating costs associated with new offerings at TA/Petro, a one time charge of $200,000 related to a workers' compensation claim, and a decline in gas fuel margins.
|
•
|
There was a
$528,000
decrease
in our share of earnings from our TRCC/Rock Outlet joint venture. The decrease is attributable to write-off of tenant allowances and other leasing costs associated with lease terminations. The departing tenants have struggled nationally in recent years as a result of the retail slump and do not represent the overall performance of The Outlets at Tejon. Operationally, the outlet is continually identifying new and desirable tenants to better serve its target demographic. During the second quarter, Express, a nationally recognized brand focusing on men's and women's fashion commenced operations occupying a space approximating 7,828 square feet. On July 14, 2017, TRCC/Rock Outlets executed a lease with Old Navy for a space approximating 12,500 square feet. On July 21, 2017, Samsonite, a worldwide leader in superior travel bags and luggage, took possession of a vacated unit and immediately commenced operations.
|
•
|
TRC-MRC 2, a joint venture which was formed during the third quarter of 2016, had a
$826,000
loss driven by non-cash GAAP losses, despite generating positive net operating income. Please refer to "Non-GAAP Measures" for further financial discussion on our joint ventures.
|
•
|
We had a $2,641,000 decrease in pistachio revenues as a result of the same factors discussed above. With 2016 being a record year, we comparatively sold 643,000 pounds and 2,848,000 pounds of our current year pistachio crop as of the quarters ended September 30, 2017 and 2016, respectively. As it relates to our prior year crop, we sold 259,000 pounds and 47,000 pounds as of the quarters ended September 30, 2017 and 2016, respectively.
|
•
|
Almond revenues improved $468,000 as a result of selling additional units of our current year almond crop. Comparatively, we sold 661,000 pounds and 413,000 pounds as of the quarters ended September 30, 2017 and 2016, respectively.
|
•
|
Wine grape revenues improved $200,000 for the same factors discussed above.
|
•
|
There was a
$403,000
decrease in our share of earnings from our TA/Petro joint venture driven by increased operating costs associated with new offerings at TA/Petro and a decline in gas fuel margins.
|
•
|
TRC-MRC 2, a joint venture which was formed during the third quarter of 2016, had a
$224,000
loss driven by non-cash GAAP losses, despite generating positive net operating income. Please refer to "Non-GAAP Measures" for further financial discussion on our joint ventures.
|
(in thousands)
|
2017
|
|
2016
|
||||
Operating activities
|
$
|
7,902
|
|
|
$
|
1,413
|
|
Investing activities
|
$
|
(12,361
|
)
|
|
$
|
(10,414
|
)
|
Financing activities
|
$
|
5,859
|
|
|
$
|
10,496
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
One Year or Less
|
|
Years 2-3
|
|
Years 4-5
|
|
Thereafter
|
||||||||||
CONTRACTUAL OBLIGATIONS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated water payments
|
$
|
265,009
|
|
|
$
|
8,884
|
|
|
$
|
18,218
|
|
|
$
|
18,846
|
|
|
$
|
219,061
|
|
Long-term debt
|
70,967
|
|
|
4,016
|
|
|
8,168
|
|
|
8,818
|
|
|
49,965
|
|
|||||
Interest on long-term debt
|
16,212
|
|
|
2,815
|
|
|
5,140
|
|
|
4,440
|
|
|
3,817
|
|
|||||
Revolving line of credit borrowings
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash contract commitments
|
8,340
|
|
|
6,131
|
|
|
1,138
|
|
|
—
|
|
|
1,071
|
|
|||||
Defined Benefit Plan
|
3,095
|
|
|
45
|
|
|
462
|
|
|
527
|
|
|
2,061
|
|
|||||
SERP
|
4,561
|
|
|
146
|
|
|
986
|
|
|
962
|
|
|
2,467
|
|
|||||
Tejon Ranch Conservancy
|
2,800
|
|
|
800
|
|
|
1,600
|
|
|
400
|
|
|
—
|
|
|||||
Financing fees and interest
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
388,147
|
|
|
$
|
40,000
|
|
|
$
|
35,712
|
|
|
$
|
33,993
|
|
|
$
|
278,442
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
(26
|
)
|
|
$
|
317
|
|
|
$
|
(1,940
|
)
|
|
$
|
784
|
|
Net income (loss) attributable to non-controlling interest
|
(4
|
)
|
|
(7
|
)
|
|
(42
|
)
|
|
(61
|
)
|
||||
Interest, net
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
(91
|
)
|
|
(112
|
)
|
|
(289
|
)
|
|
(350
|
)
|
||||
Our share of interest expense from unconsolidated joint ventures
|
431
|
|
|
360
|
|
|
1,262
|
|
|
1,031
|
|
||||
Total interest, net
|
340
|
|
|
248
|
|
|
973
|
|
|
681
|
|
||||
Income taxes
|
336
|
|
|
271
|
|
|
(1,268
|
)
|
|
503
|
|
||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
1,140
|
|
|
1,360
|
|
|
3,422
|
|
|
4,170
|
|
||||
Our share of depreciation and amortization from unconsolidated joint ventures
|
1,333
|
|
|
792
|
|
|
3,970
|
|
|
2,164
|
|
||||
Total depreciation and amortization
|
2,473
|
|
|
2,152
|
|
|
7,392
|
|
|
6,334
|
|
||||
EBITDA
|
3,127
|
|
|
2,995
|
|
|
5,199
|
|
|
8,363
|
|
||||
Stock compensation expense
|
877
|
|
|
1,166
|
|
|
2,571
|
|
|
3,297
|
|
||||
Adjusted EBITDA
|
$
|
4,004
|
|
|
$
|
4,161
|
|
|
$
|
7,770
|
|
|
$
|
11,660
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income of unconsolidated joint ventures
|
$
|
2,794
|
|
|
$
|
3,919
|
|
|
$
|
5,466
|
|
|
$
|
9,488
|
|
Interest expense of unconsolidated joint ventures
|
837
|
|
|
670
|
|
|
2,455
|
|
|
1,941
|
|
||||
Operating income of unconsolidated joint ventures
|
3,631
|
|
|
4,589
|
|
|
7,921
|
|
|
11,429
|
|
||||
Depreciation and amortization of unconsolidated joint ventures
|
2,547
|
|
|
1,453
|
|
|
7,596
|
|
|
4,015
|
|
||||
Net operating income of unconsolidated joint ventures
|
$
|
6,178
|
|
|
$
|
6,042
|
|
|
$
|
15,517
|
|
|
$
|
15,444
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$2,113
|
|
$13,618
|
|
$5,788
|
|
—
|
|
—
|
|
—
|
|
21,519
|
|
$21,494
|
Weighted average interest rate
|
1.29%
|
|
1.59%
|
|
1.71%
|
|
—
|
|
—
|
|
—
|
|
1.59%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving line of credit
|
$17,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$17,000
|
|
$17,000
|
Weighted average interest rate
|
2.74%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.74%
|
|
|
Long-term debt ($4.75M note)
|
$67
|
|
$277
|
|
$289
|
|
$302
|
|
$315
|
|
$2,513
|
|
$3,763
|
|
$3,763
|
Weighted average interest rate
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
|
Long-term debt ($70.0M note)
|
$870
|
|
$3,563
|
|
$3,715
|
|
$3,881
|
|
$4,051
|
|
$50,836
|
|
$66,916
|
|
$66,916
|
Weighted average interest rate
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
|
Long-term debt (other)
|
$54
|
|
$218
|
|
$16
|
|
—
|
|
—
|
|
—
|
|
$288
|
|
$288
|
Weighted average interest rate
|
3.35%
|
|
3.35%
|
|
3.35%
|
|
—
|
|
—
|
|
—
|
|
3.35%
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$6,979
|
|
$13,787
|
|
$6,007
|
|
—
|
|
—
|
|
—
|
|
$26,773
|
|
$26,675
|
Weighted average interest rate
|
1.32%
|
|
1.59%
|
|
1.73%
|
|
—
|
|
—
|
|
—
|
|
1.55%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving line of credit
|
$7,700
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$7,700
|
|
$7,700
|
Weighted average interest rate
|
2.26%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.26
|
|
|
Long-term debt ($4.75M note)
|
$266
|
|
$277
|
|
$289
|
|
$302
|
|
$315
|
|
$2,512
|
|
$3,961
|
|
$3,961
|
Weighted average interest rate
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
|
Long-term debt ($70.0M note)
|
$3,393
|
|
$3,563
|
|
$3,715
|
|
$3,881
|
|
$4,051
|
|
$50,836
|
|
$69,439
|
|
$69,439
|
Weighted average interest rate
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
|
Long-term debt (other)
|
$195
|
|
$218
|
|
$54
|
|
—
|
|
—
|
|
—
|
|
$467
|
|
$467
|
Weighted average interest rate
|
3.35%
|
|
3.35%
|
|
3.35%
|
|
—
|
|
—
|
|
—
|
|
3.35%
|
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
10.9(1)
|
|
|
|
FN 7
|
|
|
|
|
|
|
|
10.10
|
|
|
|
FN 9
|
|
|
|
|
|
|
|
10.10(1)
|
|
|
|
FN 7
|
|
|
|
|
|
|
|
10.12
|
|
|
|
FN 10
|
|
|
|
|
|
|
|
10.15
|
|
|
|
FN 11
|
|
|
|
|
|
|
|
10.16
|
|
|
|
FN 12
|
|
|
|
|
|
|
|
10.17
|
|
|
|
FN 13
|
|
|
|
|
|
|
|
10.18
|
|
|
|
FN 13
|
|
|
|
|
|
|
|
10.19
|
|
|
|
FN 13
|
|
|
|
|
|
|
|
10.23
|
|
|
|
FN 14
|
|
|
|
|
|
|
|
10.24
|
|
|
|
FN 15
|
|
|
|
|
|
|
|
10.25
|
|
|
|
FN 16
|
|
|
|
|
|
|
|
10.26
|
|
|
|
FN 17
|
|
|
|
|
|
|
|
10.27
|
|
|
|
FN 18
|
|
|
|
|
|
|
|
10.28
|
|
|
|
FN 19
|
|
|
|
|
|
|
|
10.29
|
|
|
|
FN 20
|
|
|
|
|
|
|
10.30
|
|
|
|
FN 21
|
|
|
|
|
|
|
|
10.31
|
|
|
|
FN 22
|
|
|
|
|
|
|
|
10.32
|
|
|
|
FN 22
|
|
|
|
|
|
|
|
10.33
|
|
|
|
FN 22
|
|
|
|
|
|
|
|
10.34
|
|
|
|
FN 23
|
|
|
|
|
|
|
|
10.35
|
|
|
|
FN 24
|
|
|
|
|
|
|
|
10.36
|
|
|
|
FN 25
|
|
|
|
|
|
|
|
10.37
|
|
|
|
FN 26
|
|
|
|
|
|
|
|
10.38
|
|
|
|
FN 27
|
|
|
|
|
|
|
|
10.39
|
|
|
|
FN 28
|
|
|
|
|
|
|
|
10.40
|
|
|
|
FN 29
|
|
|
|
|
|
|
|
10.41
|
|
|
|
FN 30
|
|
|
|
|
|
|
|
31.1
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
31.2
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
32
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Filed herewith
|
*
|
Management contract, compensatory plan or arrangement.
|
|
|
|
FN 1
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1987, is incorporated herein by reference. This Exhibit was not filed with the Securities and Exchange Commission in an electronic format.
|
FN 2
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 99.1 to our Current Report on Form 8-K filed on September 20, 2017, is incorporated herein by reference.
|
FN 3
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.3 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 4
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number I-7183) as Exhibit 4.4 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 5
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2005, is incorporated herein by reference.
|
FN 6
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1994, is incorporated herein by reference. This Exhibit was not filed with the Securities and Exchange Commission in an electronic format.
|
FN 7
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K, for the period ending December 31, 1997, is incorporated herein by reference.
|
FN 8
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.9 to our Annual Report on form 10-K for the year ended December 31, 2008, is incorporated herein by reference.
|
FN 9
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.10 to our Annual Report on form 10-K for the year ended December 31, 2008, is incorporated herein by reference
|
FN 10
|
|
This document filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by reference.
|
FN 11
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.1 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 12
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.2 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 13
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibits 10.21-10.23 to our Annual Report on Form 10-K for the year ended December 31, 2004, is incorporated herein by reference.
|
FN 14
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibit 10.24 to our Current Report on Form 8-K filed on May 24, 2006, is incorporated herein by reference.
|
FN 15
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.28 to our Current Report on Form 8-K filed on June 23, 2008, is incorporated herein by reference.
|
FN 16
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.25 to our Quarterly Report on Form 10-Q for the period ending June 30, 2009, is incorporated herein by reference.
|
FN 17
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.26 to our Quarterly Report on Form 10-Q for the period ending March 31, 2013, is incorporated herein by reference.
|
FN 18
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.27 to our Current Report on Form 8-K filed on June 4, 2013, is incorporated herein by reference.
|
FN 19
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 2013, is incorporated herein by reference.
|
FN 20
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.29 to our Amended Annual Report on Form 10-K/A for the year ended December 31, 2013, is incorporated herein by reference.
|
FN 21
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.30 to our Current Report on Form 8-K filed on July 16, 2014, is incorporated herein by reference.
|
FN 22
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibits 10.31-10.33 to our Current Report on Form 8-K filed on October 17, 2014, is incorporated herein by reference.
|
FN 23
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
|
FN 24
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.35 to our Quarterly Report on Form 10-Q for the period ending June 30, 2015, is incorporated herein by reference.
|
FN 25
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.36 to our Quarterly Report on Form 10-Q for the period ending September 30, 2015, is incorporated herein by reference.
|
FN 26
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.37 to our Quarterly Report on Form 10-Q for the period ending June 30, 2016, is incorporated herein by reference.
|
FN 27
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.38 to our Quarterly Report on Form 10-Q for the period ending September 30, 2016, is incorporated herein by reference.
|
FN 28
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.39 to our Annual Report on Form 10-K for the year ended December 31, 2016, is incorporated herein by reference.
|
FN 29
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.40 to our Annual Report on Form 10-K for the year ended December 31, 2016, is incorporated herein by reference.
|
FN 30
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.41 to our Annual Report on Form 10-K for the year ended December 31, 2016, is incorporated herein by reference.
|
TEJON RANCH CO.
|
(The Company)
|
|
|
/s/ Allen E. Lyda
|
Allen E. Lyda
|
Executive Vice President, Chief Financial Officer and Corporate Treasurer
|
|
|
/s/ Robert D. Velasquez
|
Robert D. Velasquez
|
Vice President of Finance, Chief Accounting Officer
|
|
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