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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 |
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2020
|
OR
|
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0196136
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
P.O. Box 1000, Tejon Ranch, California 93243
|
|
(661) 248-3000
|
(Address of principal executive offices) (Zip Code)
|
|
(Registrant’s telephone number, including area code)
|
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
|
|
Common Stock, $0.50 par value
|
|
TRC
|
|
New York Stock Exchange
|
|
|
|
Page
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
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|
|
|
||
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|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II.
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
Item 6.
|
||
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Real estate - commercial/industrial
|
$
|
2,320
|
|
|
$
|
2,826
|
|
Mineral resources
|
6,178
|
|
|
6,132
|
|
||
Farming
|
952
|
|
|
815
|
|
||
Ranch operations
|
863
|
|
|
889
|
|
||
Total revenues
|
10,313
|
|
|
10,662
|
|
||
Costs and Expenses:
|
|
|
|
||||
Real estate - commercial/industrial
|
1,931
|
|
|
1,792
|
|
||
Real estate - resort/residential
|
626
|
|
|
648
|
|
||
Mineral resources
|
3,878
|
|
|
3,832
|
|
||
Farming
|
1,702
|
|
|
1,598
|
|
||
Ranch operations
|
1,406
|
|
|
1,350
|
|
||
Corporate expenses
|
2,533
|
|
|
2,474
|
|
||
Total expenses
|
12,076
|
|
|
11,694
|
|
||
Operating loss
|
(1,763
|
)
|
|
(1,032
|
)
|
||
Other Income:
|
|
|
|
||||
Investment income
|
228
|
|
|
349
|
|
||
Other income, net
|
8
|
|
|
26
|
|
||
Total other income
|
236
|
|
|
375
|
|
||
Loss from operations before equity in earnings of unconsolidated joint ventures
|
(1,527
|
)
|
|
(657
|
)
|
||
Equity in earnings of unconsolidated joint ventures, net
|
1,355
|
|
|
876
|
|
||
(Loss) income before income tax expense
|
(172
|
)
|
|
219
|
|
||
Income tax expense
|
512
|
|
|
95
|
|
||
Net (loss) income
|
(684
|
)
|
|
124
|
|
||
Net (loss) income attributable to non-controlling interest
|
(2
|
)
|
|
5
|
|
||
Net (loss) income attributable to common stockholders
|
$
|
(682
|
)
|
|
$
|
119
|
|
Net (loss) income per share attributable to common stockholders, basic
|
$
|
(0.03
|
)
|
|
$
|
—
|
|
Net (loss) income per share attributable to common stockholders, diluted
|
$
|
(0.03
|
)
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (loss) income
|
$
|
(684
|
)
|
|
$
|
124
|
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized gain on available-for-sale securities
|
69
|
|
|
202
|
|
||
Unrealized loss on interest rate swap
|
(3,959
|
)
|
|
(733
|
)
|
||
Other comprehensive loss before taxes
|
(3,890
|
)
|
|
(531
|
)
|
||
Benefit for income taxes related to other comprehensive income items
|
1,060
|
|
|
112
|
|
||
Other comprehensive loss
|
(2,830
|
)
|
|
(419
|
)
|
||
Comprehensive loss
|
(3,514
|
)
|
|
(295
|
)
|
||
Comprehensive (loss) income attributable to non-controlling interests
|
(2
|
)
|
|
5
|
|
||
Comprehensive loss attributable to common stockholders
|
$
|
(3,512
|
)
|
|
$
|
(300
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
25,048
|
|
|
$
|
27,106
|
|
Marketable securities - available-for-sale
|
34,228
|
|
|
39,084
|
|
||
Accounts receivable
|
4,085
|
|
|
9,950
|
|
||
Inventories
|
5,227
|
|
|
2,792
|
|
||
Prepaid expenses and other current assets
|
3,685
|
|
|
3,252
|
|
||
Total current assets
|
72,273
|
|
|
82,184
|
|
||
Real estate and improvements - held for lease, net
|
18,578
|
|
|
18,674
|
|
||
Real estate development (includes $105,391 at March 31, 2020 and $104,491 at December 31, 2019, attributable to Centennial Founders, LLC, Note 15)
|
301,072
|
|
|
297,581
|
|
||
Property and equipment, net
|
45,150
|
|
|
45,072
|
|
||
Investments in unconsolidated joint ventures
|
39,554
|
|
|
38,240
|
|
||
Net investment in water assets
|
56,799
|
|
|
54,155
|
|
||
Deferred tax assets
|
1,251
|
|
|
713
|
|
||
Other assets
|
2,778
|
|
|
2,803
|
|
||
TOTAL ASSETS
|
$
|
537,455
|
|
|
$
|
539,422
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
4,875
|
|
|
$
|
6,145
|
|
Accrued liabilities and other
|
3,448
|
|
|
3,463
|
|
||
Deferred income
|
2,085
|
|
|
1,346
|
|
||
Current maturities of long-term debt
|
4,258
|
|
|
4,182
|
|
||
Total current liabilities
|
14,666
|
|
|
15,136
|
|
||
Long-term debt, less current portion
|
55,686
|
|
|
57,476
|
|
||
Long-term deferred gains
|
5,734
|
|
|
5,731
|
|
||
Other liabilities
|
19,236
|
|
|
15,455
|
|
||
Total liabilities
|
95,322
|
|
|
93,798
|
|
||
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 - 26,212,484 at March 31, 2020 and 26,096,797 at December 31, 2019
|
13,106
|
|
|
13,048
|
|
||
Additional paid-in capital
|
338,710
|
|
|
338,745
|
|
||
Accumulated other comprehensive loss
|
(9,601
|
)
|
|
(6,771
|
)
|
||
Retained earnings
|
84,545
|
|
|
85,227
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
426,760
|
|
|
430,249
|
|
||
Non-controlling interest
|
15,373
|
|
|
15,375
|
|
||
Total equity
|
442,133
|
|
|
445,624
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
537,455
|
|
|
$
|
539,422
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating Activities
|
|
|
|
||||
Net (loss) income
|
$
|
(684
|
)
|
|
$
|
124
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,164
|
|
|
1,089
|
|
||
Amortization of premium/discount of marketable securities
|
(6
|
)
|
|
(21
|
)
|
||
Equity in earnings of unconsolidated joint ventures, net
|
(1,355
|
)
|
|
(876
|
)
|
||
Non-cash retirement plan expense
|
20
|
|
|
77
|
|
||
Non-cash write-off of leasing assets
|
110
|
|
|
—
|
|
||
Loss on sale of property plant and equipment
|
10
|
|
|
—
|
|
||
Stock compensation expense
|
1,225
|
|
|
813
|
|
||
Excess tax benefit from stock-based compensation
|
523
|
|
|
46
|
|
||
Distribution of earnings from unconsolidated joint ventures
|
121
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, inventories, prepaids and other assets, net
|
3,048
|
|
|
(1,385
|
)
|
||
Current liabilities, net
|
(139
|
)
|
|
(1,078
|
)
|
||
Net cash provided by (used in) operating activities
|
4,037
|
|
|
(1,211
|
)
|
||
Investing Activities
|
|
|
|
||||
Maturities and sales of marketable securities
|
8,956
|
|
|
14,567
|
|
||
Funds invested in marketable securities
|
(4,025
|
)
|
|
(10,865
|
)
|
||
Real estate and equipment expenditures
|
(4,948
|
)
|
|
(5,112
|
)
|
||
Investment in unconsolidated joint ventures
|
(250
|
)
|
|
(100
|
)
|
||
Distribution of equity from unconsolidated joint ventures
|
100
|
|
|
41
|
|
||
Investments in long-term water assets
|
(2,635
|
)
|
|
(3,502
|
)
|
||
Net cash used in investing activities
|
(2,802
|
)
|
|
(4,971
|
)
|
||
Financing Activities
|
|
|
|
||||
Repayments of long-term debt
|
(1,725
|
)
|
|
(1,007
|
)
|
||
Taxes on vested stock grants
|
(1,568
|
)
|
|
(815
|
)
|
||
Net cash used in financing activities
|
(3,293
|
)
|
|
(1,822
|
)
|
||
Decrease in cash and cash equivalents
|
(2,058
|
)
|
|
(8,004
|
)
|
||
Cash and cash equivalents at beginning of period
|
27,106
|
|
|
15,908
|
|
||
Cash and cash equivalents at end of period
|
$
|
25,048
|
|
|
$
|
7,904
|
|
Supplemental cash flow information
|
|
|
|
||||
Accrued capital expenditures included in current liabilities
|
$
|
(759
|
)
|
|
$
|
292
|
|
Accrued long-term water assets included in current liabilities
|
$
|
254
|
|
|
$
|
—
|
|
|
Common Stock Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2019
|
26,096,797
|
|
|
$
|
13,048
|
|
|
$
|
338,745
|
|
|
$
|
(6,771
|
)
|
|
$
|
85,227
|
|
|
$
|
430,249
|
|
|
$
|
15,375
|
|
|
$
|
445,624
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
(682
|
)
|
|
(2
|
)
|
|
(684
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,830
|
)
|
|
—
|
|
|
(2,830
|
)
|
|
—
|
|
|
(2,830
|
)
|
|||||||
Restricted stock issuance
|
229,713
|
|
|
115
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
1,591
|
|
|
—
|
|
|
—
|
|
|
1,591
|
|
|
—
|
|
|
1,591
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(114,026
|
)
|
|
(57
|
)
|
|
(1,511
|
)
|
|
—
|
|
|
—
|
|
|
(1,568
|
)
|
|
—
|
|
|
(1,568
|
)
|
|||||||
Balance, March 31, 2020
|
26,212,484
|
|
|
$
|
13,106
|
|
|
$
|
338,710
|
|
|
$
|
(9,601
|
)
|
|
$
|
84,545
|
|
|
$
|
426,760
|
|
|
$
|
15,373
|
|
|
$
|
442,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2018
|
25,972,080
|
|
|
$
|
12,986
|
|
|
$
|
336,520
|
|
|
$
|
(4,857
|
)
|
|
$
|
74,647
|
|
|
$
|
419,296
|
|
|
$
|
15,376
|
|
|
$
|
434,672
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
|
5
|
|
|
124
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(419
|
)
|
|
—
|
|
|
(419
|
)
|
|
—
|
|
|
(419
|
)
|
|||||||
Restricted stock issuance
|
91,478
|
|
|
46
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
|
—
|
|
|
1,132
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(42,605
|
)
|
|
(22
|
)
|
|
(793
|
)
|
|
—
|
|
|
—
|
|
|
(815
|
)
|
|
—
|
|
|
(815
|
)
|
|||||||
Balance, March 31, 2019
|
26,020,953
|
|
|
$
|
13,010
|
|
|
$
|
336,813
|
|
|
$
|
(5,276
|
)
|
|
$
|
74,766
|
|
|
$
|
419,313
|
|
|
$
|
15,381
|
|
|
$
|
434,694
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Weighted average number of shares outstanding:
|
|
|
|
||
Common stock
|
26,128,976
|
|
|
25,992,374
|
|
Common stock equivalents
|
133,951
|
|
|
17,707
|
|
Diluted shares outstanding
|
26,262,927
|
|
|
26,010,081
|
|
($ in thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
Marketable Securities:
|
Fair Value
Hierarchy
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
||||||||
with unrealized losses for less than 12 months
|
|
$
|
251
|
|
|
$
|
250
|
|
|
$
|
251
|
|
|
$
|
250
|
|
with unrealized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized gains
|
|
1,799
|
|
|
1,812
|
|
|
1,799
|
|
|
1,806
|
|
||||
Total Certificates of deposit
|
Level 1
|
2,050
|
|
|
2,062
|
|
|
2,050
|
|
|
2,056
|
|
||||
U.S. Treasury and agency notes
|
|
|
|
|
|
|
|
|
||||||||
with unrealized losses for less than 12 months
|
|
—
|
|
|
—
|
|
|
6,485
|
|
|
6,479
|
|
||||
with unrealized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized gains
|
|
18,252
|
|
|
18,365
|
|
|
14,413
|
|
|
14,434
|
|
||||
Total U.S. Treasury and agency notes
|
Level 2
|
18,252
|
|
|
18,365
|
|
|
20,898
|
|
|
20,913
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
||||||||
with unrealized losses for less than 12 months
|
|
10,455
|
|
|
10,441
|
|
|
1,004
|
|
|
1,002
|
|
||||
with unrealized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized gains
|
|
1,350
|
|
|
1,353
|
|
|
13,082
|
|
|
13,106
|
|
||||
Total Corporate notes
|
Level 2
|
11,805
|
|
|
11,794
|
|
|
14,086
|
|
|
14,108
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
||||||||
with unrealized losses for less than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized gains
|
|
2,001
|
|
|
2,007
|
|
|
1,999
|
|
|
2,007
|
|
||||
Total Municipal notes
|
Level 2
|
2,001
|
|
|
2,007
|
|
|
1,999
|
|
|
2,007
|
|
||||
|
|
$
|
34,108
|
|
|
$
|
34,228
|
|
|
$
|
39,033
|
|
|
$
|
39,084
|
|
|
March 31, 2020
|
||||||||||
($ in thousands)
|
2020
|
|
2021
|
|
Total
|
||||||
Certificates of deposit
|
$
|
2,049
|
|
|
$
|
—
|
|
|
$
|
2,049
|
|
U.S. Treasury and agency notes
|
17,439
|
|
|
802
|
|
|
18,241
|
|
|||
Corporate notes
|
11,400
|
|
|
400
|
|
|
11,800
|
|
|||
Municipal notes
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||
|
$
|
32,888
|
|
|
$
|
1,202
|
|
|
$
|
34,090
|
|
|
December 31, 2019
|
||||||||||
($ in thousands)
|
2020
|
|
2021
|
|
Total
|
||||||
Certificates of deposit
|
$
|
2,049
|
|
|
$
|
—
|
|
|
$
|
2,049
|
|
U.S. Treasury and agency notes
|
20,393
|
|
|
502
|
|
|
20,895
|
|
|||
Corporate notes
|
13,685
|
|
|
400
|
|
|
14,085
|
|
|||
Municipal notes
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||
|
$
|
38,127
|
|
|
$
|
902
|
|
|
$
|
39,029
|
|
($ in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Real estate development
|
|
|
|
||||
Mountain Village
|
$
|
143,378
|
|
|
$
|
142,567
|
|
Centennial
|
105,391
|
|
|
104,491
|
|
||
Grapevine
|
35,520
|
|
|
34,813
|
|
||
Tejon Ranch Commerce Center
|
16,783
|
|
|
15,710
|
|
||
Real estate development
|
301,072
|
|
|
297,581
|
|
||
|
|
|
|
||||
Real estate and improvements - held for lease
|
|
|
|
||||
Tejon Ranch Commerce Center
|
21,436
|
|
|
21,435
|
|
||
Less accumulated depreciation
|
(2,858
|
)
|
|
(2,761
|
)
|
||
Real estate and improvements - held for lease, net
|
$
|
18,578
|
|
|
$
|
18,674
|
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Acre-Feet Sold
|
4,625
|
|
|
4,445
|
|
||
|
|
|
|
||||
Revenues
|
$
|
5,121
|
|
|
$
|
5,026
|
|
Cost of sales
|
3,024
|
|
|
3,194
|
|
||
Profit
|
$
|
2,097
|
|
|
$
|
1,832
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Banked water and water for future delivery
|
$
|
28,091
|
|
|
$
|
25,265
|
|
Transferable water
|
3,212
|
|
|
3,054
|
|
||
Total water held for future use at cost
|
$
|
31,303
|
|
|
$
|
28,319
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Costs
|
|
Accumulated Depreciation
|
|
Costs
|
|
Accumulated Depreciation
|
||||||||
Dudley-Ridge water rights
|
$
|
11,581
|
|
|
$
|
(4,463
|
)
|
|
$
|
11,581
|
|
|
$
|
(4,342
|
)
|
Nickel water rights
|
18,740
|
|
|
(4,123
|
)
|
|
18,740
|
|
|
(3,962
|
)
|
||||
Tulare Lake Basin water rights
|
6,479
|
|
|
(2,718
|
)
|
|
6,479
|
|
|
(2,660
|
)
|
||||
|
$
|
36,800
|
|
|
$
|
(11,304
|
)
|
|
$
|
36,800
|
|
|
$
|
(10,964
|
)
|
Net cost of purchased water contracts
|
25,496
|
|
|
|
|
25,836
|
|
|
|
||||||
Total cost water held for future use
|
31,303
|
|
|
|
|
28,319
|
|
|
|
||||||
Net investments in water assets
|
$
|
56,799
|
|
|
|
|
$
|
54,155
|
|
|
|
(in acre-feet, unaudited)
|
March 31, 2020
|
|
December 31, 2019
|
||
Water held for future use
|
|
|
|
||
Company water bank
|
50,349
|
|
|
50,349
|
|
Transferable water
|
6,511
|
|
|
3,252
|
|
Total water held for future use
|
56,860
|
|
|
53,601
|
|
Purchased water contracts
|
|
|
|
||
Water Contracts (Dudley-Ridge, Nickel and Tulare)
|
10,137
|
|
|
10,137
|
|
WRMWSD - Contracts with the Company
|
15,547
|
|
|
15,547
|
|
TCWD - Contracts with the Company
|
5,749
|
|
|
5,749
|
|
TCWD - Banked water owned by the Company
|
61,054
|
|
|
60,555
|
|
Total purchased water contracts
|
92,487
|
|
|
91,988
|
|
Total water held for future use and purchased water contracts
|
149,347
|
|
|
145,589
|
|
($ in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Notes payable
|
$
|
60,172
|
|
|
$
|
61,897
|
|
Total short-term and long-term debt
|
60,172
|
|
|
61,897
|
|
||
Less: current maturities of long-term debt
|
(4,258
|
)
|
|
(4,182
|
)
|
||
Less: deferred loan costs
|
(228
|
)
|
|
(239
|
)
|
||
Long-term debt, less current portion
|
$
|
55,686
|
|
|
$
|
57,476
|
|
($ in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Pension liability (Note 13)
|
$
|
1,730
|
|
|
$
|
1,790
|
|
Interest rate swap liability (Note 10)
|
6,675
|
|
|
2,716
|
|
||
Supplemental executive retirement plan liability (Note 13)
|
7,958
|
|
|
8,011
|
|
||
Excess joint venture distributions and other
|
2,873
|
|
|
2,938
|
|
||
Total
|
$
|
19,236
|
|
|
$
|
15,455
|
|
|
March 31, 2020
|
|
Stock Grants Outstanding Beginning of Period at Target Achievement
|
409,373
|
|
New Stock Grants/Additional Shares due to Achievement in Excess of Target
|
777,970
|
|
Vested Grants
|
(221,941
|
)
|
Expired/Forfeited Grants
|
—
|
|
Stock Grants Outstanding End of Period at Target Achievement
|
965,402
|
|
($ in thousands)
|
Three Months Ended March 31,
|
||||||
Employee Plan:
|
2020
|
|
2019
|
||||
Expensed
|
$
|
1,111
|
|
|
$
|
666
|
|
Capitalized
|
366
|
|
|
319
|
|
||
|
1,477
|
|
|
985
|
|
||
NDSI Plan - Expensed
|
114
|
|
|
147
|
|
||
Total Stock Compensation Costs
|
$
|
1,591
|
|
|
$
|
1,132
|
|
March 31, 2020
|
||||||||||
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Pay Rate
|
|
Fair Value
|
|
Notional Amount
|
July 5, 2019
|
|
June 5, 2029
|
|
Level 2
|
|
4.16%
|
|
$(6,675)
|
|
$57,805
|
December 31, 2019
|
||||||||||
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Pay Rate
|
|
Fair Value
|
|
Notional Amount
|
July 5, 2019
|
|
June 5, 2029
|
|
Level 2
|
|
4.16%
|
|
$(2,716)
|
|
$58,768
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Earnings (cost) components:
|
|
|
|
||||
Interest cost
|
$
|
(85
|
)
|
|
$
|
(97
|
)
|
Expected return on plan assets
|
161
|
|
|
131
|
|
||
Net amortization and deferral
|
(17
|
)
|
|
(19
|
)
|
||
Total net periodic pension earnings
|
$
|
59
|
|
|
$
|
15
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Cost components:
|
|
|
|
||||
Interest cost
|
$
|
(57
|
)
|
|
$
|
(76
|
)
|
Net amortization and other
|
(22
|
)
|
|
(16
|
)
|
||
Total net periodic pension expense
|
$
|
(79
|
)
|
|
$
|
(92
|
)
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Commercial/industrial revenues
|
$
|
2,320
|
|
|
$
|
2,826
|
|
Equity in earnings of unconsolidated joint ventures
|
1,355
|
|
|
876
|
|
||
Commercial/industrial revenues and equity in earnings of unconsolidated joint ventures
|
3,675
|
|
|
3,702
|
|
||
Commercial/industrial expenses
|
1,931
|
|
|
1,792
|
|
||
Operating results from commercial/industrial and unconsolidated joint ventures
|
$
|
1,744
|
|
|
$
|
1,910
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Mineral resources revenues
|
$
|
6,178
|
|
|
$
|
6,132
|
|
Mineral resources expenses
|
3,878
|
|
|
3,832
|
|
||
Operating results from mineral resources
|
$
|
2,300
|
|
|
$
|
2,300
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Farming revenues
|
$
|
952
|
|
|
$
|
815
|
|
Farming expenses
|
1,702
|
|
|
1,598
|
|
||
Operating results from farming
|
$
|
(750
|
)
|
|
$
|
(783
|
)
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Ranch operations revenues
|
$
|
863
|
|
|
$
|
889
|
|
Ranch operations expenses
|
1,406
|
|
|
1,350
|
|
||
Operating results from ranch operations
|
$
|
(543
|
)
|
|
$
|
(461
|
)
|
•
|
Petro Travel Plaza Holdings LLC – Petro Travel Plaza Holdings LLC is an unconsolidated joint venture with TravelCenters of America that develops and manages travel plazas, gas stations, convenience stores, and fast food restaurants throughout TRCC. The Company has 50% of the voting rights but participates in 60% of all profits and losses. The Company does not control the investment due to having only 50% of the voting rights. The Company's partner is the managing partner and performs all of the day-to-day operations and has significant decision-making authority over key business components such as fuel inventory and pricing at the facilities. The Company's investment in this joint venture was $25,159,000 as of March 31, 2020.
|
•
|
Majestic Realty Co. – Majestic Realty Co. (Majestic), is a privately-held developer and owner of master planned business parks throughout the United States. The Company has formed three 50/50 joint ventures with Majestic 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 ventures. The Company and Majestic guarantee the performance of all outstanding debt.
|
◦
|
In November 2018, TRC-MRC 3, LLC was formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building located within TRCC-East. TRC-MRC 3, LLC qualified as a VIE from inception, but the Company is not the primary beneficiary; therefore, it does not consolidate TRC-MRC 3, LLC in its financial statements. The construction of the building was completed in the fourth quarter of 2019, and the Company has delivered the space to a tenant that has leased 67% of the rentable space. In March 2019, the joint venture entered into a promissory note with a financial institution to finance the construction of the building. The note matures on May 1, 2030 and had an outstanding principal balance of $31,375,000 as of March 31, 2020. On April 1, 2019, the Company contributed land with a fair value of $5,854,000 to TRC-MRC 3, LLC in accordance with the limited liability agreement. The Company's investment in this joint venture was $6,016,000 as of March 31, 2020.
|
◦
|
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 that was largely financed through a promissory note guaranteed by both partners. The promissory note was refinanced on June 1, 2018 with a $25,240,000 promissory note. The note matures on July 1, 2028 and has an outstanding principal balance of $24,311,000 as of March 31, 2020. Since its inception, the Company has received excess distributions resulting in a deficit balance of $2,374,000. In accordance with the applicable accounting guidance, the Company reclassified excess distributions to Other Liabilities within the Consolidated Balance Sheets. The Company will continue to record equity in earnings as a debit to the investment account and if it were to become positive, the Company will reclassify the liability to an asset. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), the Company will immediately recognize the liability as income.
|
◦
|
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 its inception, the Company has received excess distributions resulting in a deficit balance of $488,000. In accordance with the applicable accounting guidance, the Company reclassified excess distributions to Other Liabilities within the Consolidated Balance Sheets. The Company will continue to record equity in earnings as a debit to the investment account and if it were to become positive, the Company will reclassify the liability to an asset. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), the Company will immediately recognize the liability as income. The joint venture refinanced its construction loan in December 2018 with a mortgage loan. The original balance of the mortgage loan was $25,030,000, of which $24,405,000 was outstanding as of March 31, 2020.
|
•
|
Rockefeller Joint Ventures – The Company has three joint ventures with Rockefeller Group Development Corporation, or Rockefeller. At March 31, 2020, the Company’s combined equity investment balance in these three joint ventures was $8,379,000.
|
◦
|
Two joint ventures are for the development of buildings on approximately 91 acres of land and are part of an agreement for the potential development of up to 500 acres of land in TRCC that are tied to a Foreign Trade Zone designation. The Company owns a 50% interest in each of the joint ventures.
|
▪
|
The Five West Parcel LLC joint venture owned and leased a 606,000 square foot building, the joint venture's primary asset, to Dollar General. The building was sold to a third party in November 2019 for a purchase price of $29,088,000, realizing a gain of $17,537,000. The outstanding term loan of the joint venture was paid off upon the sale.
|
▪
|
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 the joint venture by voting interest alone. The Company is the named managing member. The managing member's responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during the development period and ongoing operations, including the setting and monitoring of the budget, leasing, marketing, financing and selection of the contractor for any 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 has a term note with a financial institution that matures on September 5, 2021. As of March 31, 2020, the outstanding balance of the term note was $38,468,000. The Company and Rockefeller guarantee the performance of the debt.
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC, CFL, is a joint venture that was initially formed with TRI Pointe Homes, Lewis Investment Company, Lewis), and CalAtlantic to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Company Agreement of CFL and the change in control and funding that resulted from the amended agreement, CFL qualified as a VIE beginning in 2009, and the Company was determined to be the primary beneficiary. As a result, CFL is consolidated into the Company's financial statements. The Company's partners retained a noncontrolling interest in the joint venture. At March 31, 2020, the Company owned 92.63% of CFL.
|
•
|
Our joint venture with TravelCenters of America, or TA/Petro, owns and operates two travel and truck stop facilities, and also operates five separate gas stations with convenience stores and fast food restaurants within TRCC-West and TRCC-East.
|
•
|
Three joint ventures with Rockefeller Development Group, or Rockefeller:
|
◦
|
Five West Parcel LLC owned a 606,000 square foot building in TRCC-West that is fully leased. In 2019, Five West Parcel sold the building and land to a third party;
|
◦
|
18-19 West LLC owns 63.5 acres of land for future development within TRCC-West. In 2019, our 18-19 West LLC joint venture entered into a land purchase option with the third-party who purchased the Five West building and land, to purchase lots 18 and 19 at a price of $13.8 million through the option period ending May 21, 2021. If the option is extended to November 21, 2021, the price increases to $15.2 million. The land option expires in the fourth quarter of 2021; and
|
◦
|
TRCC/Rock Outlet Center LLC operates the Outlets at Tejon, a net leasable 326,000 square foot shopping experience in TRCC-East;
|
•
|
Three joint ventures with Majestic Realty Co., or Majestic, to develop, manage, and operate industrial buildings within TRCC:
|
◦
|
TRC-MRC 1, LLC was formed to develop and operate a 480,480 square foot industrial building in TRCC-East, which was completed during 2017 and is fully leased;
|
◦
|
TRC-MRC 2, LLC owns a 651,909 square foot building in TRCC-West that is fully leased; and
|
◦
|
TRC-MRC 3, LLC was formed to pursue the development, construction, leasing and management of a 579,040 square foot industrial building in TRCC-East. During the first quarter of 2019, and prior to the completion of the building, the joint venture executed a lease for 67% of the building. The construction of the building was completed in the fourth quarter of 2019.
|
•
|
MV encompasses a total of 26,417 acres, of which 5,082 acres will be used for the mixed-use development that will include housing, retail, and commercial 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. The tentative tract map for the first four phases of residential development has been approved, as well as the commercial site plan for the first phase of commercial development;
|
•
|
The Centennial development is a mixed-use master planned community development encompassing 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. Centennial has entitlements approved in December 2018, and received legislative approvals in April 2019 from the Los Angeles County Board of Supervisors.
|
•
|
Grapevine is an 8,010-acre potential development area located on the San Joaquin Valley floor area of our lands, adjacent to TRCC. Upon completion of Grapevine, the community will include 12,000 homes, 5.1 million square feet for commercial development, and more than 3,367 acres of open space and parks. On December 10, 2019, the Kern County Board of Supervisors adopted the supplemental re-circulated EIR prepared in response to a court ruling and reapproved the development of Grapevine unanimously.
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Commercial/industrial revenues
|
|
|
|
|
|
|
|
|||||||
Pastoria Energy Facility
|
$
|
1,065
|
|
|
$
|
1,465
|
|
|
$
|
(400
|
)
|
|
(27
|
)%
|
TRCC Leasing
|
406
|
|
|
452
|
|
|
(46
|
)
|
|
(10
|
)%
|
|||
TRCC management fees and reimbursements
|
236
|
|
|
235
|
|
|
1
|
|
|
—
|
%
|
|||
Commercial leases
|
157
|
|
|
167
|
|
|
(10
|
)
|
|
(6
|
)%
|
|||
Communication leases
|
225
|
|
|
246
|
|
|
(21
|
)
|
|
(9
|
)%
|
|||
Landscaping and other
|
231
|
|
|
261
|
|
|
(30
|
)
|
|
(11
|
)%
|
|||
Total commercial/industrial revenues
|
$
|
2,320
|
|
|
$
|
2,826
|
|
|
$
|
(506
|
)
|
|
(18
|
)%
|
Total commercial/industrial expenses
|
$
|
1,931
|
|
|
$
|
1,792
|
|
|
$
|
139
|
|
|
8
|
%
|
Operating income from commercial/industrial
|
$
|
389
|
|
|
$
|
1,034
|
|
|
$
|
(645
|
)
|
|
(62
|
)%
|
•
|
Commercial/industrial real estate development segment revenues were $2,320,000 for the three months ended March 31, 2020, a decrease of $506,000, or 18%, from $2,826,000 for the three months ended March 31, 2019. The primary decrease in commercial/industrial revenues is attributed to the fact that in 2019, the Company recognized a true-up related to 2018 spark spread revenues from the Pastoria Energy Facility that were greater than their original estimates. This true-up did not reoccur in 2020.
|
•
|
Commercial/industrial real estate development segment expenses were $1,931,000 for the three months ended March 31, 2020, an increase of $139,000, or 8%, from $1,792,000 for the three months ended March 31, 2019. The increase is attributed to the write-off of unamortized tenant allowances and straight line rent associated with an income-producing property that is no longer in service and held for sale on March 31, 2020. During April 2020, the Company contributed the property to its Petro Travel Plaza, LLC joint venture. Please see Note 17 (Subsequent Events) for further discussion.
|
•
|
For Centennial, the approved Centennial specific plan includes 19,333 residential units and more than 10.1 million square feet of commercial space. The Company is working with the County of Los Angeles and the Los Angeles County Board of Supervisors to address the recently filed action in the Los Angeles Superior Court. See Note 12 (Commitments and Contingencies) of the Notes to Unaudited Consolidated Financial Statements for further discussion.
|
•
|
For Grapevine, on December 11, 2018, the Kern County Superior Court ruled we had to amend our EIR by preparing supplemental environmental documentation to further analyze the Grapevine project’s internal capture rate (ICR), which is the percent of vehicle trips remaining within the project. On December 10, 2019, the Kern County Board of Supervisors adopted the supplemental re-circulated EIR prepared in response to the court ruling and reapproved the development of Grapevine unanimously. The Company is working with Kern County to address the recently filed action in the Kern County Superior Court. See Note 12 (Commitments and Contingencies) of the Notes to Unaudited Consolidated Financial Statements for further discussion.
|
•
|
For MV, we have a fully entitled project and received approvals of Tentative Tract Map 1 for our first four phases of development and of our commercial site plan for the first phase of commercial development. The timing of the MV development in the coming years will depend on the strength of both the economy and the real estate market, including both primary and second home markets. In moving the project forward, we will focus on the preparation of engineering leading to the final map for the first phases of MV, consumer and market research studies and fine tuning of development business plans, as well as defining the possible capital funding sources for this development. Over the next several years, we expect to explore funding opportunities for the future development of our projects. Such funding opportunities could come from a variety of sources, such as joint ventures with financial partners, debt financing, or the Company’s issuance of additional common stock.
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Mineral resources revenues
|
|
|
|
|
|
|
|
|||||||
Oil and gas
|
$
|
334
|
|
|
$
|
555
|
|
|
$
|
(221
|
)
|
|
(40
|
)%
|
Cement
|
454
|
|
|
296
|
|
|
158
|
|
|
53
|
%
|
|||
Rock aggregate
|
242
|
|
|
208
|
|
|
34
|
|
|
16
|
%
|
|||
Exploration leases
|
25
|
|
|
26
|
|
|
(1
|
)
|
|
(4
|
)%
|
|||
Water Sales
|
5,121
|
|
|
5,026
|
|
|
95
|
|
|
2
|
%
|
|||
Reimbursables and other
|
2
|
|
|
21
|
|
|
(19
|
)
|
|
(90
|
)%
|
|||
Total mineral resources revenues
|
$
|
6,178
|
|
|
$
|
6,132
|
|
|
$
|
46
|
|
|
1
|
%
|
Total mineral resources expenses
|
$
|
3,878
|
|
|
$
|
3,832
|
|
|
$
|
46
|
|
|
1
|
%
|
Operating income from mineral resources
|
$
|
2,300
|
|
|
$
|
2,300
|
|
|
$
|
—
|
|
|
—
|
%
|
•
|
Mineral resources segment revenues were $6,178,000 for the three months ended March 31, 2020, an increase of $46,000, or 1%, from $6,132,000 for the three months ended March 31, 2019. The increase is attributed to continued strong demand for cement, offset by a decline in oil royalties resulting from reduced demand as social distancing practices continue to surge during the COVID-19 pandemic.
|
•
|
Mineral resources segment expenses were $3,878,000 for the three months ended March 31, 2020, an increase of $46,000 or 1%, from $3,832,000 for the three months ended March 31, 2019. The increase is attributed to annual increases in the cost of Nickel Water sold.
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Farming revenues
|
|
|
|
|
|
|
|
|||||||
Almonds
|
$
|
861
|
|
|
$
|
376
|
|
|
$
|
485
|
|
|
129
|
%
|
Pistachios
|
34
|
|
|
254
|
|
|
(220
|
)
|
|
(87
|
)%
|
|||
Hay
|
47
|
|
|
122
|
|
|
(75
|
)
|
|
(61
|
)%
|
|||
Other
|
10
|
|
|
63
|
|
|
(53
|
)
|
|
(84
|
)%
|
|||
Total farming revenues
|
$
|
952
|
|
|
$
|
815
|
|
|
$
|
137
|
|
|
17
|
%
|
Total farming expenses
|
$
|
1,702
|
|
|
$
|
1,598
|
|
|
$
|
104
|
|
|
7
|
%
|
Operating loss from farming
|
$
|
(750
|
)
|
|
$
|
(783
|
)
|
|
$
|
33
|
|
|
(4
|
)%
|
•
|
Farming segment revenues were $952,000 for the three months ended March 31, 2020, an increase of $137,000, or 17%, from $815,000 during the same period in 2019. The changes are primarily attributed to:
|
◦
|
Almond revenues increased $485,000 as a result of having more carryover crop sales in 2020. Comparatively we sold 299,000 and 170,000 pounds of our carryover crop as of March 31, 2020 and March 31, 2019, respectively.
|
◦
|
The Company had less pistachio revenues during the first quarter of 2020 as it sold an overwhelming majority of its 2019 crop in 2019.
|
•
|
Farming segment expenses were $1,702,000 for the three months ended March 31, 2020, an increase of $104,000, or 7%, from $1,598,000 during the same period in 2019. The increase is mainly attributed to an increase in depreciation expense resulting from placing in-service new farming and irrigation equipment.
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Ranch Operations revenues
|
|
|
|
|
|
|
|
|||||||
Game management and other 1
|
$
|
458
|
|
|
$
|
497
|
|
|
$
|
(39
|
)
|
|
(8
|
)%
|
Grazing
|
405
|
|
|
392
|
|
|
13
|
|
|
3
|
%
|
|||
Total Ranch Operations revenues
|
$
|
863
|
|
|
$
|
889
|
|
|
$
|
(26
|
)
|
|
(3
|
)%
|
Total Ranch Operations expenses
|
$
|
1,406
|
|
|
$
|
1,350
|
|
|
$
|
56
|
|
|
4
|
%
|
Operating loss from Ranch Operations
|
$
|
(543
|
)
|
|
$
|
(461
|
)
|
|
$
|
(82
|
)
|
|
18
|
%
|
1 Game management and other revenues consist of revenues from hunting, filming, high desert hunt club (a premier upland bird hunting club), and other ancillary activities.
|
•
|
Ranch operations revenues were $863,000 for the three months ended March 31, 2020, a decrease of $26,000, or 3%, from $889,000 for the same period in 2019. The decrease is primarily attributed to having fewer guided hunts and the closure of High Desert Hunt club as a result of California's Stay at Home Order compared to prior year.
|
•
|
Ranch operations expenses were $1,406,000 for the three months ended March 31, 2020, an increase of $56,000, or 4%, from $1,350,000 for the same period in 2019. The primary driver of this increase is attributed to a $34,000 increase in payroll, overhead, and stock compensation and a $17,000 increase in insurance costs.
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Equity in earnings (loss)
|
|
|
|
|
|
|
|
|||||||
Petro Travel Plaza Holdings, LLC
|
$
|
1,523
|
|
|
$
|
1,122
|
|
|
$
|
401
|
|
|
36
|
%
|
Five West Parcel, LLC
|
(1
|
)
|
|
86
|
|
|
(87
|
)
|
|
(101
|
)%
|
|||
18-19 West, LLC
|
(15
|
)
|
|
(14
|
)
|
|
(1
|
)
|
|
7
|
%
|
|||
TRCC/Rock Outlet Center, LLC
|
(406
|
)
|
|
(393
|
)
|
|
(13
|
)
|
|
3
|
%
|
|||
TRC-MRC 1, LLC
|
20
|
|
|
(2
|
)
|
|
22
|
|
|
(1,100
|
)%
|
|||
TRC-MRC 2, LLC
|
172
|
|
|
77
|
|
|
95
|
|
|
123
|
%
|
|||
TRC-MRC 3, LLC
|
62
|
|
|
—
|
|
|
62
|
|
|
100
|
%
|
|||
Total equity in earnings
|
$
|
1,355
|
|
|
$
|
876
|
|
|
$
|
479
|
|
|
55
|
%
|
•
|
Equity in earnings were $1,355,000 for the three months ended March 31, 2020, an increase of $479,000 or 55%, from $876,000 during the same period in 2019. The changes are primarily attributed to the following:
|
•
|
COVID-19 began to impact TA/Petro in the second half of March. In March, the number of gallons of fuel sold declined 20%. However, because of a 26% decline in fuel costs, TA/Petro experienced a $401,000 improvement in net margins compared to 2019 levels. We expect that overall gasoline and diesel volumes will decrease relative to prior year. We expect diesel sales to decrease by a smaller margin as there is a need for diesel as it fuels trucks used to move goods throughout the state.
|
(in thousands)
|
2020
|
|
2019
|
||||
Operating activities
|
$
|
4,037
|
|
|
$
|
(1,211
|
)
|
Investing activities
|
$
|
(2,802
|
)
|
|
$
|
(4,971
|
)
|
Financing activities
|
$
|
(3,293
|
)
|
|
$
|
(1,822
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
One Year or Less
|
|
Years 2-3
|
|
Years 4-5
|
|
Thereafter
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated water payments
|
$
|
262,399
|
|
|
$
|
3,361
|
|
|
$
|
20,539
|
|
|
$
|
21,215
|
|
|
$
|
217,284
|
|
Long-term debt
|
60,172
|
|
|
4,258
|
|
|
9,078
|
|
|
9,928
|
|
|
36,908
|
|
|||||
Interest on long-term debt
|
14,609
|
|
|
2,411
|
|
|
4,270
|
|
|
3,477
|
|
|
4,451
|
|
|||||
Cash contract commitments
|
6,344
|
|
|
4,135
|
|
|
1,138
|
|
|
—
|
|
|
1,071
|
|
|||||
Defined Benefit Plan
|
3,967
|
|
|
207
|
|
|
587
|
|
|
720
|
|
|
2,453
|
|
|||||
SERP
|
5,089
|
|
|
395
|
|
|
1,041
|
|
|
990
|
|
|
2,663
|
|
|||||
Tejon Ranch Conservancy
|
1,400
|
|
|
600
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
354,143
|
|
|
$
|
15,530
|
|
|
$
|
37,453
|
|
|
$
|
36,330
|
|
|
$
|
264,830
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
($ in thousands)
|
Total
|
|
< 1 year
|
|
2 -3 Years
|
|
4 -5 Years
|
|
After 5 Years
|
||||||||||
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letter of credit
|
$
|
4,468
|
|
|
$
|
4,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other commercial commitments
|
$
|
4,468
|
|
|
$
|
4,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Net (loss) income
|
$
|
(684
|
)
|
|
$
|
124
|
|
Net (loss) income attributable to non-controlling interest
|
(2
|
)
|
|
5
|
|
||
Net (loss) income attributable to common stockholders
|
(682
|
)
|
|
119
|
|
||
Interest, net
|
|
|
|
||||
Consolidated
|
(228
|
)
|
|
(349
|
)
|
||
Our share of interest expense from unconsolidated joint ventures
|
681
|
|
|
738
|
|
||
Total interest, net
|
453
|
|
|
389
|
|
||
Income taxes
|
512
|
|
|
95
|
|
||
Depreciation and amortization:
|
|
|
|
||||
Consolidated
|
1,164
|
|
|
1,089
|
|
||
Our share of depreciation and amortization from unconsolidated joint ventures
|
1,025
|
|
|
1,109
|
|
||
Total depreciation and amortization
|
2,189
|
|
|
2,198
|
|
||
EBITDA
|
2,472
|
|
|
2,801
|
|
||
Stock compensation expense
|
1,225
|
|
|
813
|
|
||
Adjusted EBITDA
|
$
|
3,697
|
|
|
$
|
3,614
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Commercial/Industrial operating income
|
$
|
389
|
|
|
$
|
1,034
|
|
Plus: Commercial/Industrial depreciation and amortization
|
130
|
|
|
144
|
|
||
Plus: General, administrative, cost of sales and other expenses
|
1,579
|
|
|
1,464
|
|
||
Less: Other revenues including land sales
|
(466
|
)
|
|
(495
|
)
|
||
Total Commercial/Industrial net operating income
|
$
|
1,632
|
|
|
$
|
2,147
|
|
($ in thousands)
|
Three Months Ended March 31,
|
||||||
Net operating income
|
2020
|
|
2019
|
||||
Pastoria Energy Facility
|
$
|
1,065
|
|
|
$
|
1,465
|
|
TRCC
|
210
|
|
|
291
|
|
||
Communication leases
|
209
|
|
|
234
|
|
||
Other commercial leases
|
148
|
|
|
157
|
|
||
Total Commercial/Industrial net operating income
|
$
|
1,632
|
|
|
$
|
2,147
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Net income of unconsolidated joint ventures
|
$
|
2,204
|
|
|
$
|
1,377
|
|
Interest expense of unconsolidated joint ventures
|
1,057
|
|
|
1,442
|
|
||
Operating income of unconsolidated joint ventures
|
3,261
|
|
|
2,819
|
|
||
Depreciation and amortization of unconsolidated joint ventures
|
1,929
|
|
|
2,093
|
|
||
Net operating income of unconsolidated joint ventures
|
$
|
5,190
|
|
|
$
|
4,912
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$32,904
|
|
$1,204
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$34,108
|
|
$34,228
|
Weighted average interest rate
|
1.93%
|
|
1.82%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
1.92%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt ($4.75M note)
|
$250
|
|
$345
|
|
$360
|
|
$376
|
|
$392
|
|
$644
|
|
$2,367
|
|
$2,367
|
Weighted average interest rate
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
|
Long-term debt (Amended Term Loan)
|
$2,918
|
|
$4,051
|
|
$4,221
|
|
$4,429
|
|
$4,624
|
|
$37,562
|
|
$57,805
|
|
$57,805
|
Weighted average interest rate
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$38,133
|
|
$900
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$39,033
|
|
$39,084
|
Weighted average interest rate
|
2.03%
|
|
2.06%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
2.03%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt ($4.75M note)
|
$302
|
|
$315
|
|
$328
|
|
$343
|
|
$357
|
|
$1,484
|
|
$3,129
|
|
$3,129
|
Weighted average interest rate
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
|
Long-term debt ($70.0M note)
|
$3,881
|
|
$4,051
|
|
$4,221
|
|
$4,429
|
|
$4,624
|
|
$37,562
|
|
$58,768
|
|
$58,768
|
Weighted average interest rate
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
4.16%
|
|
|
(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
|
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 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 the 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 year ended 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 ended June 30, 2009, 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 ended June 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 ended 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 ended 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.
|
FN 31
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.42 to our Quarterly Report on Form 10-Q for the period ended September 30, 2018, is incorporated herein by reference.
|
FN 32
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.43 to our Annual Report on Form 10-K for the year ended December 31, 2018, is incorporated herein by reference.
|
FN 33
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.44 to our Annual Report on Form 10-K for the year ended December 31, 2018, is incorporated herein by reference.
|
FN 34
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.45 to our Quarterly Report on Form 10-Q for the period ending September 30, 2019, is incorporated herein by reference.
|
FN 35
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.46 to our Quarterly Report on Form 10-Q for the period ending September 30, 2019, is incorporated herein by reference.
|
FN 36
|
|
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 March 21, 2019, is incorporated herein by reference.
|
FN 37
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 333-231032) as Exhibit 4.6 to our Registration Statement on Form S-3 filed on April 25, 2019, is incorporated herein by reference.
|
FN 38
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.47 to our Annual Report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
|
FN 39
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
|
|
|
TEJON RANCH CO.
|
|
|
|
|
|
|
May 4, 2020
|
|
/s/ Gregory S. Bielli
|
|
|
Gregory S. Bielli
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
May 4, 2020
|
|
/s/ Robert D. Velasquez
|
|
|
Robert D. Velasquez
|
|
|
Senior Vice President of Finance and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Tejon Ranch Chart |
1 Month Tejon Ranch Chart |
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