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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 | |
---|---|---|---|---|---|---|---|---|
0.03 | 0.18% | 16.86 | 16.96 | 16.76 | 16.96 | 52,347 | 22:06:33 |
|
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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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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PART II.
|
|
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Item 1.
|
||
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|
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Item 1A.
|
||
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Item 2.
|
||
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Item 3.
|
||
|
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Item 4.
|
Mine Safety Disclosures
|
|
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|
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Item 5.
|
Other Information
|
|
|
|
|
Item 6.
|
||
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate - commercial/industrial
|
$
|
2,114
|
|
|
$
|
6,595
|
|
|
$
|
4,434
|
|
|
$
|
9,421
|
|
Mineral resources
|
1,776
|
|
|
660
|
|
|
7,954
|
|
|
6,792
|
|
||||
Farming
|
209
|
|
|
886
|
|
|
1,161
|
|
|
1,701
|
|
||||
Ranch operations
|
676
|
|
|
805
|
|
|
1,539
|
|
|
1,694
|
|
||||
Total revenues
|
4,775
|
|
|
8,946
|
|
|
15,088
|
|
|
19,608
|
|
||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate - commercial/industrial
|
1,747
|
|
|
4,593
|
|
|
3,678
|
|
|
6,385
|
|
||||
Real estate - resort/residential
|
326
|
|
|
642
|
|
|
952
|
|
|
1,290
|
|
||||
Mineral resources
|
714
|
|
|
598
|
|
|
4,592
|
|
|
4,430
|
|
||||
Farming
|
1,099
|
|
|
825
|
|
|
2,801
|
|
|
2,423
|
|
||||
Ranch operations
|
1,178
|
|
|
1,393
|
|
|
2,584
|
|
|
2,743
|
|
||||
Corporate expenses
|
2,494
|
|
|
2,290
|
|
|
5,027
|
|
|
4,764
|
|
||||
Total expenses
|
7,558
|
|
|
10,341
|
|
|
19,634
|
|
|
22,035
|
|
||||
Operating loss
|
(2,783
|
)
|
|
(1,395
|
)
|
|
(4,546
|
)
|
|
(2,427
|
)
|
||||
Other Income:
|
|
|
|
|
|
|
|
||||||||
Investment income
|
151
|
|
|
329
|
|
|
379
|
|
|
678
|
|
||||
Gain on sale of real estate
|
1,333
|
|
|
—
|
|
|
1,333
|
|
|
—
|
|
||||
Other income, net
|
(12
|
)
|
|
22
|
|
|
(4
|
)
|
|
48
|
|
||||
Total other income
|
1,472
|
|
|
351
|
|
|
1,708
|
|
|
726
|
|
||||
Loss from operations before equity in earnings of unconsolidated joint ventures
|
(1,311
|
)
|
|
(1,044
|
)
|
|
(2,838
|
)
|
|
(1,701
|
)
|
||||
Equity in earnings of unconsolidated joint ventures, net
|
1,181
|
|
|
1,971
|
|
|
2,536
|
|
|
2,847
|
|
||||
(Loss) income before income tax expense
|
(130
|
)
|
|
927
|
|
|
(302
|
)
|
|
1,146
|
|
||||
Income tax expense
|
196
|
|
|
218
|
|
|
708
|
|
|
313
|
|
||||
Net (loss) income
|
(326
|
)
|
|
709
|
|
|
(1,010
|
)
|
|
833
|
|
||||
Net income attributable to non-controlling interest
|
7
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||
Net (loss) income attributable to common stockholders
|
$
|
(333
|
)
|
|
$
|
707
|
|
|
$
|
(1,015
|
)
|
|
$
|
826
|
|
Net (loss) income per share attributable to common stockholders, basic
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.03
|
|
Net (loss) income per share attributable to common stockholders, diluted
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.03
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net (loss) income
|
$
|
(326
|
)
|
|
$
|
709
|
|
|
$
|
(1,010
|
)
|
|
$
|
833
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on available-for-sale securities
|
(11
|
)
|
|
182
|
|
|
58
|
|
|
384
|
|
||||
Unrealized loss on interest rate swap
|
(366
|
)
|
|
(1,960
|
)
|
|
(4,325
|
)
|
|
(2,693
|
)
|
||||
Other comprehensive loss before taxes
|
(377
|
)
|
|
(1,778
|
)
|
|
(4,267
|
)
|
|
(2,309
|
)
|
||||
Benefit for income taxes related to other comprehensive income items
|
106
|
|
|
372
|
|
|
1,166
|
|
|
484
|
|
||||
Other comprehensive loss
|
(271
|
)
|
|
(1,406
|
)
|
|
(3,101
|
)
|
|
(1,825
|
)
|
||||
Comprehensive loss
|
(597
|
)
|
|
(697
|
)
|
|
(4,111
|
)
|
|
(992
|
)
|
||||
Comprehensive income attributable to non-controlling interests
|
7
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||
Comprehensive loss attributable to common stockholders
|
$
|
(604
|
)
|
|
$
|
(699
|
)
|
|
$
|
(4,116
|
)
|
|
$
|
(999
|
)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,975
|
|
|
$
|
27,106
|
|
Marketable securities - available-for-sale
|
27,323
|
|
|
39,084
|
|
||
Accounts receivable
|
2,860
|
|
|
9,950
|
|
||
Inventories
|
7,452
|
|
|
2,792
|
|
||
Prepaid expenses and other current assets
|
4,831
|
|
|
3,252
|
|
||
Total current assets
|
64,441
|
|
|
82,184
|
|
||
Real estate and improvements - held for lease, net
|
17,841
|
|
|
18,674
|
|
||
Real estate development (includes $106,494 at June 30, 2020 and $104,491 at December 31, 2019, attributable to Centennial Founders, LLC, Note 15)
|
305,558
|
|
|
297,581
|
|
||
Property and equipment, net
|
45,776
|
|
|
45,072
|
|
||
Investments in unconsolidated joint ventures
|
41,246
|
|
|
38,240
|
|
||
Net investment in water assets
|
56,457
|
|
|
54,155
|
|
||
Deferred tax assets
|
1,351
|
|
|
713
|
|
||
Other assets
|
2,500
|
|
|
2,803
|
|
||
TOTAL ASSETS
|
$
|
535,170
|
|
|
$
|
539,422
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
4,031
|
|
|
$
|
6,145
|
|
Accrued liabilities and other
|
2,714
|
|
|
3,463
|
|
||
Deferred income
|
1,453
|
|
|
1,346
|
|
||
Current maturities of long-term debt
|
4,205
|
|
|
4,182
|
|
||
Total current liabilities
|
12,403
|
|
|
15,136
|
|
||
Long-term debt, less current portion
|
54,728
|
|
|
57,476
|
|
||
Long-term deferred gains
|
5,738
|
|
|
5,731
|
|
||
Other liabilities
|
19,324
|
|
|
15,455
|
|
||
Total liabilities
|
92,193
|
|
|
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 - 26,221,862 at June 30, 2020 and 26,096,797 at December 31, 2019
|
13,110
|
|
|
13,048
|
|
||
Additional paid-in capital
|
340,147
|
|
|
338,745
|
|
||
Accumulated other comprehensive loss
|
(9,872
|
)
|
|
(6,771
|
)
|
||
Retained earnings
|
84,212
|
|
|
85,227
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
427,597
|
|
|
430,249
|
|
||
Non-controlling interest
|
15,380
|
|
|
15,375
|
|
||
Total equity
|
442,977
|
|
|
445,624
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
535,170
|
|
|
$
|
539,422
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating Activities
|
|
|
|
||||
Net (loss) income
|
$
|
(1,010
|
)
|
|
$
|
833
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,180
|
|
|
2,136
|
|
||
Amortization of premium/discount of marketable securities
|
5
|
|
|
(51
|
)
|
||
Equity in earnings of unconsolidated joint ventures, net
|
(2,536
|
)
|
|
(2,847
|
)
|
||
Non-cash retirement plan expense
|
39
|
|
|
154
|
|
||
Non-cash profits recognized from land contribution
|
—
|
|
|
(1,667
|
)
|
||
Non-cash write-off of leasing assets
|
110
|
|
|
—
|
|
||
Gain on sale of property plant and equipment
|
(1,343
|
)
|
|
—
|
|
||
Deferred income taxes
|
(1
|
)
|
|
—
|
|
||
Stock compensation expense
|
2,399
|
|
|
1,592
|
|
||
Excess tax benefit from stock-based compensation
|
529
|
|
|
52
|
|
||
Distribution of earnings from unconsolidated joint ventures
|
121
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, inventories, prepaids and other assets, net
|
1,371
|
|
|
1,410
|
|
||
Current liabilities, net
|
(1,813
|
)
|
|
(2,890
|
)
|
||
Net cash provided by (used in) operating activities
|
51
|
|
|
(1,278
|
)
|
||
Investing Activities
|
|
|
|
||||
Maturities and sales of marketable securities
|
17,424
|
|
|
26,793
|
|
||
Funds invested in marketable securities
|
(5,610
|
)
|
|
(19,110
|
)
|
||
Real estate and equipment expenditures
|
(11,192
|
)
|
|
(12,581
|
)
|
||
Proceeds from sale of real estate/assets
|
2,000
|
|
|
—
|
|
||
Investment in unconsolidated joint ventures
|
(940
|
)
|
|
(100
|
)
|
||
Distribution of equity from unconsolidated joint ventures
|
100
|
|
|
276
|
|
||
Investments in long-term water assets
|
(2,634
|
)
|
|
(3,560
|
)
|
||
Net cash used in investing activities
|
(852
|
)
|
|
(8,282
|
)
|
||
Financing Activities
|
|
|
|
||||
Repayments of long-term debt
|
(2,746
|
)
|
|
(1,999
|
)
|
||
Taxes on vested stock grants
|
(1,584
|
)
|
|
(844
|
)
|
||
Net cash used in financing activities
|
(4,330
|
)
|
|
(2,843
|
)
|
||
Decrease in cash and cash equivalents
|
(5,131
|
)
|
|
(12,403
|
)
|
||
Cash and cash equivalents at beginning of period
|
27,106
|
|
|
15,908
|
|
||
Cash and cash equivalents at end of period
|
$
|
21,975
|
|
|
$
|
3,505
|
|
|
Common Stock Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||
Balance, March 31, 2020
|
26,212,484
|
|
|
$
|
13,106
|
|
|
$
|
338,710
|
|
|
$
|
(9,601
|
)
|
|
$
|
84,545
|
|
|
$
|
426,760
|
|
|
$
|
15,373
|
|
|
$
|
442,133
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(333
|
)
|
|
(333
|
)
|
|
7
|
|
|
(326
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
(271
|
)
|
|||||||
Restricted stock issuance
|
10,562
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
1,457
|
|
|
—
|
|
|
—
|
|
|
1,457
|
|
|
—
|
|
|
1,457
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(1,184
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||||||
Balance, June 30, 2020
|
26,221,862
|
|
|
$
|
13,110
|
|
|
$
|
340,147
|
|
|
$
|
(9,872
|
)
|
|
$
|
84,212
|
|
|
$
|
427,597
|
|
|
$
|
15,380
|
|
|
$
|
442,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, March 31, 2019
|
26,020,953
|
|
|
$
|
13,010
|
|
|
$
|
336,813
|
|
|
$
|
(5,276
|
)
|
|
$
|
74,766
|
|
|
$
|
419,313
|
|
|
$
|
15,381
|
|
|
$
|
434,694
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707
|
|
|
707
|
|
|
2
|
|
|
709
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,406
|
)
|
|
—
|
|
|
(1,406
|
)
|
|
—
|
|
|
(1,406
|
)
|
|||||||
Restricted stock issuance
|
14,993
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
1,093
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(2,544
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|||||||
Balance, June 30, 2019
|
26,033,402
|
|
|
$
|
13,017
|
|
|
$
|
337,870
|
|
|
$
|
(6,682
|
)
|
|
$
|
75,473
|
|
|
$
|
419,678
|
|
|
$
|
15,383
|
|
|
$
|
435,061
|
|
|
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) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,015
|
)
|
|
(1,015
|
)
|
|
5
|
|
|
(1,010
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,101
|
)
|
|
—
|
|
|
(3,101
|
)
|
|
—
|
|
|
(3,101
|
)
|
|||||||
Restricted stock issuance
|
240,275
|
|
|
120
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
3,048
|
|
|
—
|
|
|
—
|
|
|
3,048
|
|
|
—
|
|
|
3,048
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(115,210
|
)
|
|
(58
|
)
|
|
(1,526
|
)
|
|
—
|
|
|
—
|
|
|
(1,584
|
)
|
|
—
|
|
|
(1,584
|
)
|
|||||||
Balance, June 30, 2020
|
26,221,862
|
|
|
$
|
13,110
|
|
|
$
|
340,147
|
|
|
$
|
(9,872
|
)
|
|
$
|
84,212
|
|
|
$
|
427,597
|
|
|
$
|
15,380
|
|
|
$
|
442,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2018
|
25,972,080
|
|
|
$
|
12,986
|
|
|
$
|
336,520
|
|
|
$
|
(4,857
|
)
|
|
$
|
74,647
|
|
|
$
|
419,296
|
|
|
$
|
15,376
|
|
|
$
|
434,672
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
826
|
|
|
826
|
|
|
7
|
|
|
833
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,825
|
)
|
|
—
|
|
|
(1,825
|
)
|
|
—
|
|
|
(1,825
|
)
|
|||||||
Restricted stock issuance
|
106,471
|
|
|
53
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
2,225
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|
—
|
|
|
2,225
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(45,149
|
)
|
|
(22
|
)
|
|
(822
|
)
|
|
—
|
|
|
—
|
|
|
(844
|
)
|
|
—
|
|
|
(844
|
)
|
|||||||
Balance, June 30, 2019
|
26,033,402
|
|
|
$
|
13,017
|
|
|
$
|
337,870
|
|
|
$
|
(6,682
|
)
|
|
$
|
75,473
|
|
|
$
|
419,678
|
|
|
$
|
15,383
|
|
|
$
|
435,061
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||
Common stock
|
26,220,575
|
|
|
26,031,800
|
|
|
26,174,775
|
|
|
26,012,196
|
|
Common stock equivalents
|
10,935
|
|
|
—
|
|
|
140,715
|
|
|
16,096
|
|
Diluted shares outstanding
|
26,231,510
|
|
|
26,031,800
|
|
|
26,315,490
|
|
|
26,028,292
|
|
($ in thousands)
|
|
June 30, 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
|
|
with unrealized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized gains
|
|
1,799
|
|
|
1,815
|
|
|
1,799
|
|
|
1,806
|
|
||||
Total Certificates of deposit
|
Level 1
|
1,799
|
|
|
1,815
|
|
|
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
|
|
14,630
|
|
|
14,688
|
|
|
14,413
|
|
|
14,434
|
|
||||
Total U.S. Treasury and agency notes
|
Level 2
|
14,630
|
|
|
14,688
|
|
|
20,898
|
|
|
20,913
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
||||||||
with unrealized losses for less than 12 months
|
|
1,583
|
|
|
1,582
|
|
|
1,004
|
|
|
1,002
|
|
||||
with unrealized losses for more than 12 months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrealized gains
|
|
7,202
|
|
|
7,233
|
|
|
13,082
|
|
|
13,106
|
|
||||
Total Corporate notes
|
Level 2
|
8,785
|
|
|
8,815
|
|
|
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
|
|
2,000
|
|
|
2,005
|
|
|
1,999
|
|
|
2,007
|
|
||||
Total Municipal notes
|
Level 2
|
2,000
|
|
|
2,005
|
|
|
1,999
|
|
|
2,007
|
|
||||
|
|
$
|
27,214
|
|
|
$
|
27,323
|
|
|
$
|
39,033
|
|
|
$
|
39,084
|
|
|
June 30, 2020
|
||||||||||
($ in thousands)
|
2020
|
|
2021
|
|
Total
|
||||||
Certificates of deposit
|
$
|
1,799
|
|
|
$
|
—
|
|
|
$
|
1,799
|
|
U.S. Treasury and agency notes
|
13,821
|
|
|
802
|
|
|
14,623
|
|
|||
Corporate notes
|
6,800
|
|
|
1,950
|
|
|
8,750
|
|
|||
Municipal notes
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||
|
$
|
24,420
|
|
|
$
|
2,752
|
|
|
$
|
27,172
|
|
|
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)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Real estate development
|
|
|
|
||||
Mountain Village
|
$
|
144,721
|
|
|
$
|
142,567
|
|
Centennial
|
106,494
|
|
|
104,491
|
|
||
Grapevine
|
36,081
|
|
|
34,813
|
|
||
Tejon Ranch Commerce Center
|
18,262
|
|
|
15,710
|
|
||
Real estate development
|
305,558
|
|
|
297,581
|
|
||
|
|
|
|
||||
Real estate and improvements - held for lease
|
|
|
|
||||
Tejon Ranch Commerce Center
|
20,595
|
|
|
21,435
|
|
||
Less accumulated depreciation
|
(2,754
|
)
|
|
(2,761
|
)
|
||
Real estate and improvements - held for lease, net
|
$
|
17,841
|
|
|
$
|
18,674
|
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Acre-Feet Sold
|
4,625
|
|
|
4,445
|
|
||
|
|
|
|
||||
Revenues
|
$
|
5,471
|
|
|
$
|
3,980
|
|
Cost of sales
|
3,264
|
|
|
3,194
|
|
||
Profit
|
$
|
2,207
|
|
|
$
|
786
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Banked water and water for future delivery
|
$
|
28,091
|
|
|
$
|
25,265
|
|
Transferable water
|
3,211
|
|
|
3,054
|
|
||
Total water held for future use at cost
|
$
|
31,302
|
|
|
$
|
28,319
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Costs
|
|
Accumulated Depreciation
|
|
Costs
|
|
Accumulated Depreciation
|
||||||||
Dudley-Ridge water rights
|
$
|
11,581
|
|
|
$
|
(4,584
|
)
|
|
$
|
11,581
|
|
|
$
|
(4,342
|
)
|
Nickel water rights
|
18,740
|
|
|
(4,283
|
)
|
|
18,740
|
|
|
(3,962
|
)
|
||||
Tulare Lake Basin water rights
|
6,479
|
|
|
(2,778
|
)
|
|
6,479
|
|
|
(2,660
|
)
|
||||
|
$
|
36,800
|
|
|
$
|
(11,645
|
)
|
|
$
|
36,800
|
|
|
$
|
(10,964
|
)
|
Net cost of purchased water contracts
|
25,155
|
|
|
|
|
25,836
|
|
|
|
||||||
Total cost water held for future use
|
31,302
|
|
|
|
|
28,319
|
|
|
|
||||||
Net investments in water assets
|
$
|
56,457
|
|
|
|
|
$
|
54,155
|
|
|
|
(in acre-feet, unaudited)
|
June 30, 2020
|
|
December 31, 2019
|
||
Water held for future use
|
|
|
|
||
Company water bank
|
50,349
|
|
|
50,349
|
|
Transferable water
|
6,272
|
|
|
3,252
|
|
Total water held for future use
|
56,621
|
|
|
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
|
149,108
|
|
|
145,589
|
|
($ in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Accrued vacation
|
$
|
789
|
|
|
$
|
799
|
|
Accrued paid personal leave
|
401
|
|
|
419
|
|
||
Accrued bonus
|
1,132
|
|
|
1,700
|
|
||
Other
|
392
|
|
|
545
|
|
||
|
$
|
2,714
|
|
|
$
|
3,463
|
|
($ in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Notes payable
|
$
|
59,151
|
|
|
$
|
61,897
|
|
Total short-term and long-term debt
|
59,151
|
|
|
61,897
|
|
||
Less: current maturities of long-term debt
|
(4,205
|
)
|
|
(4,182
|
)
|
||
Less: deferred loan costs
|
(218
|
)
|
|
(239
|
)
|
||
Long-term debt, less current portion
|
$
|
54,728
|
|
|
$
|
57,476
|
|
($ in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Pension liability (Note 13)
|
$
|
1,691
|
|
|
$
|
1,790
|
|
Interest rate swap liability (Note 10)
|
7,041
|
|
|
2,716
|
|
||
Supplemental executive retirement plan liability (Note 13)
|
7,904
|
|
|
8,011
|
|
||
Excess joint venture distributions and other
|
2,688
|
|
|
2,938
|
|
||
Total
|
$
|
19,324
|
|
|
$
|
15,455
|
|
Performance Condition Grants
|
||
Below threshold performance
|
—
|
|
Threshold performance
|
67,713
|
|
Target performance
|
621,515
|
|
Maximum performance
|
1,063,367
|
|
|
June 30, 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
|
(224,441
|
)
|
Expired/Forfeited Grants
|
—
|
|
Stock Grants Outstanding End of Period at Target Achievement
|
962,902
|
|
($ in thousands)
|
Six Months Ended June 30,
|
||||||
Employee Plan:
|
2020
|
|
2019
|
||||
Expensed
|
$
|
2,179
|
|
|
$
|
1,311
|
|
Capitalized
|
649
|
|
|
633
|
|
||
|
2,828
|
|
|
1,944
|
|
||
NDSI Plan - Expensed
|
220
|
|
|
281
|
|
||
Total Stock Compensation Costs
|
$
|
3,048
|
|
|
$
|
2,225
|
|
June 30, 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%
|
|
$(7,041)
|
|
$56,842
|
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)
|
|
$58,768
|
|
Six Months Ended June 30,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Earnings (cost) components:
|
|
|
|
||||
Interest cost
|
$
|
(170
|
)
|
|
$
|
(194
|
)
|
Expected return on plan assets
|
322
|
|
|
262
|
|
||
Net amortization and deferral
|
(34
|
)
|
|
(38
|
)
|
||
Total net periodic pension earnings
|
$
|
118
|
|
|
$
|
30
|
|
|
Six Months Ended June 30,
|
||||||
($ in thousands)
|
2020
|
|
2019
|
||||
Cost components:
|
|
|
|
||||
Interest cost
|
$
|
(114
|
)
|
|
$
|
(152
|
)
|
Net amortization and other
|
(44
|
)
|
|
(32
|
)
|
||
Total net periodic pension expense
|
$
|
(158
|
)
|
|
$
|
(184
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Commercial/industrial revenues
|
$
|
2,114
|
|
|
$
|
6,595
|
|
|
$
|
4,434
|
|
|
$
|
9,421
|
|
Equity in earnings of unconsolidated joint ventures
|
1,181
|
|
|
1,971
|
|
|
2,536
|
|
|
2,847
|
|
||||
Commercial/industrial revenues and equity in earnings of unconsolidated joint ventures
|
3,295
|
|
|
8,566
|
|
|
6,970
|
|
|
12,268
|
|
||||
Commercial/industrial expenses
|
1,747
|
|
|
4,593
|
|
|
3,678
|
|
|
6,385
|
|
||||
Operating results from commercial/industrial and unconsolidated joint ventures
|
$
|
1,548
|
|
|
$
|
3,973
|
|
|
$
|
3,292
|
|
|
$
|
5,883
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Mineral resources revenues
|
$
|
1,776
|
|
|
$
|
660
|
|
|
$
|
7,954
|
|
|
$
|
6,792
|
|
Mineral resources expenses
|
714
|
|
|
598
|
|
|
4,592
|
|
|
4,430
|
|
||||
Operating results from mineral resources
|
$
|
1,062
|
|
|
$
|
62
|
|
|
$
|
3,362
|
|
|
$
|
2,362
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Farming revenues
|
$
|
209
|
|
|
$
|
886
|
|
|
$
|
1,161
|
|
|
$
|
1,701
|
|
Farming expenses
|
1,099
|
|
|
825
|
|
|
2,801
|
|
|
2,423
|
|
||||
Operating results from farming
|
$
|
(890
|
)
|
|
$
|
61
|
|
|
$
|
(1,640
|
)
|
|
$
|
(722
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Ranch operations revenues
|
$
|
676
|
|
|
$
|
805
|
|
|
$
|
1,539
|
|
|
$
|
1,694
|
|
Ranch operations expenses
|
1,178
|
|
|
1,393
|
|
|
2,584
|
|
|
2,743
|
|
||||
Operating results from ranch operations
|
$
|
(502
|
)
|
|
$
|
(588
|
)
|
|
$
|
(1,045
|
)
|
|
$
|
(1,049
|
)
|
•
|
Petro Travel Plaza Holdings LLC – Petro Travel Plaza Holdings LLC, Petro, 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 $26,618,000 as of June 30, 2020.
|
◦
|
On April 17, 2020, the Company sold the land and a building formerly leased to a tenant operating a fast food restaurant, to Petro. The Company received cash proceeds of $2,000,000 from Petro, and realized a gain of $1,333,000 under ASC 610-20, "Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets."
|
•
|
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 leased 100% of the rentable space to two tenants. 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 $35,785,000 as of June 30, 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 $6,081,000 as of June 30, 2020.
|
◦
|
In August 2016, the Company 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, which 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 $24,165,000 as of June 30, 2020. Since its inception, the Company has received excess distributions resulting in a deficit balance of $2,210,000. 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 would 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 that is 100% leased. Since its inception, the Company has received excess distributions resulting in a deficit balance of $474,000. 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 $24,267,000 was outstanding as of June 30, 2020.
|
•
|
Rockefeller Joint Ventures – The Company has three joint ventures with Rockefeller Group Development Corporation, or Rockefeller. At June 30, 2020, the Company’s combined equity investment balance in these three joint ventures was $8,547,000.
|
◦
|
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. 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 until 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 that is being held for future development. The Company's 18-19 West LLC joint venture is contracted with the third-party who purchased the Five West building and land (noted above), 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. 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% 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 June 30, 2020, the outstanding balance of the term note was $38,027,000. The Company and Rockefeller guarantee the performance of the debt.
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC, CFL, is a joint venture that was initially formed with TRI Pointe Homes, Lewis Investment Company, Lewis), and CalAtlantic to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Company Agreement of CFL and the change in control and funding that resulted from the amended agreement, CFL qualified as a VIE beginning in 2009, and the Company was determined to be the primary beneficiary. As a result, CFL is consolidated into the Company's financial statements. The Company's partners retained a noncontrolling interest in the joint venture. At June 30, 2020, the Company owned 92.67% of CFL.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||
|
Joint Venture
|
TRC
|
|
Joint Venture
|
TRC
|
||||||||||||||||||||
($ in thousands)
|
Assets
|
Debt
|
Equity
|
Equity
|
|
Assets
|
Debt
|
Equity
|
Equity
|
||||||||||||||||
Petro Travel Plaza Holdings, LLC
|
$
|
81,774
|
|
$
|
(15,225
|
)
|
$
|
65,030
|
|
$
|
26,618
|
|
|
$
|
77,835
|
|
$
|
(15,287
|
)
|
$
|
60,061
|
|
$
|
23,636
|
|
Five West Parcel, LLC
|
666
|
|
—
|
|
666
|
|
149
|
|
|
694
|
|
—
|
|
648
|
|
140
|
|
||||||||
18-19 West, LLC
|
4,665
|
|
—
|
|
4,415
|
|
1,637
|
|
|
4,849
|
|
—
|
|
4,600
|
|
1,730
|
|
||||||||
TRCC/Rock Outlet Center, LLC
|
68,244
|
|
(38,027
|
)
|
29,649
|
|
6,761
|
|
|
69,459
|
|
(38,909
|
)
|
29,688
|
|
6,781
|
|
||||||||
TRC-MRC 1, LLC
|
28,589
|
|
(24,267
|
)
|
3,599
|
|
—
|
|
|
28,673
|
|
(24,542
|
)
|
3,623
|
|
—
|
|
||||||||
TRC-MRC 2, LLC
|
20,171
|
|
(24,165
|
)
|
(8,776
|
)
|
—
|
|
|
20,026
|
|
(24,455
|
)
|
(7,094
|
)
|
—
|
|
||||||||
TRC-MRC 3, LLC
|
42,625
|
|
(35,785
|
)
|
6,308
|
|
6,081
|
|
|
37,292
|
|
(28,061
|
)
|
6,052
|
|
5,953
|
|
||||||||
Total
|
$
|
246,734
|
|
$
|
(137,469
|
)
|
$
|
100,891
|
|
$
|
41,246
|
|
|
$
|
238,828
|
|
$
|
(131,254
|
)
|
$
|
97,578
|
|
$
|
38,240
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Centennial Founders, LLC
|
$
|
97,529
|
|
$
|
—
|
|
$
|
97,135
|
|
***
|
|
|
$
|
96,415
|
|
$
|
—
|
|
$
|
96,143
|
|
***
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
*** Centennial Founders, LLC is consolidated within the Company's financial statements.
|
•
|
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 was 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 same 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. The construction of the building was completed in the fourth quarter of 2019 and is fully leased.
|
•
|
MV encompasses a total of 26,417 acres, of which 5,082 acres will be used for a 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 environmental impact report prepared in response to a court ruling and reapproved the development of Grapevine unanimously.
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Commercial/industrial revenues
|
|
|
|
|
|
|
|
|||||||
Pastoria Energy Facility
|
$
|
931
|
|
|
$
|
934
|
|
|
$
|
(3
|
)
|
|
—
|
%
|
TRCC Leasing
|
418
|
|
|
416
|
|
|
2
|
|
|
—
|
%
|
|||
TRCC management fees and reimbursements
|
140
|
|
|
359
|
|
|
(219
|
)
|
|
(61
|
)%
|
|||
Commercial leases
|
127
|
|
|
152
|
|
|
(25
|
)
|
|
(16
|
)%
|
|||
Communication leases
|
245
|
|
|
226
|
|
|
19
|
|
|
8
|
%
|
|||
Landscaping and other
|
253
|
|
|
195
|
|
|
58
|
|
|
30
|
%
|
|||
Land sale
|
—
|
|
|
4,313
|
|
|
(4,313
|
)
|
|
(100
|
)%
|
|||
Total commercial/industrial revenues
|
$
|
2,114
|
|
|
$
|
6,595
|
|
|
$
|
(4,481
|
)
|
|
(68
|
)%
|
Total commercial/industrial expenses
|
$
|
1,747
|
|
|
$
|
4,593
|
|
|
$
|
(2,846
|
)
|
|
(62
|
)%
|
Operating income from commercial/industrial
|
$
|
367
|
|
|
$
|
2,002
|
|
|
$
|
(1,635
|
)
|
|
(82
|
)%
|
•
|
Commercial/industrial real estate development segment revenues were $2,114,000 for the three months ended June 30, 2020, a decrease of $4,481,000, or 68%, from $6,595,000 for the three months ended June 30, 2019. Unlike in 2019, we did not have land sale revenues and construction management fees opportunities associated with our TRC-MRC 3 joint venture in 2020, which primarily drove the decline.
|
•
|
Commercial/industrial real estate development segment expenses were $1,747,000 for the three months ended June 30, 2020, a decrease of $2,846,000, or 62%, from $4,593,000 for the three months ended June 30, 2019. The decrease is primarily attributed to not recognizing the cost of sales associated with the 2019 land sale discussed above.
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Commercial revenues
|
|
|
|
|
|
|
|
|||||||
Pastoria Energy Facility
|
$
|
1,996
|
|
|
$
|
2,399
|
|
|
$
|
(403
|
)
|
|
(17
|
)%
|
TRCC Leasing
|
824
|
|
|
868
|
|
|
(44
|
)
|
|
(5
|
)%
|
|||
TRCC management fees and reimbursements
|
376
|
|
|
594
|
|
|
(218
|
)
|
|
(37
|
)%
|
|||
Commercial leases
|
284
|
|
|
319
|
|
|
(35
|
)
|
|
(11
|
)%
|
|||
Communication leases
|
470
|
|
|
472
|
|
|
(2
|
)
|
|
—
|
%
|
|||
Landscaping and other
|
484
|
|
|
456
|
|
|
28
|
|
|
6
|
%
|
|||
Land sale
|
—
|
|
|
4,313
|
|
|
(4,313
|
)
|
|
(100
|
)%
|
|||
Total commercial revenues
|
$
|
4,434
|
|
|
$
|
9,421
|
|
|
$
|
(4,987
|
)
|
|
(53
|
)%
|
Total commercial expenses
|
$
|
3,678
|
|
|
$
|
6,385
|
|
|
$
|
(2,707
|
)
|
|
(42
|
)%
|
Operating income from commercial/industrial
|
$
|
756
|
|
|
$
|
3,036
|
|
|
$
|
(2,280
|
)
|
|
(75
|
)%
|
•
|
Commercial/industrial real estate development segment revenues were $4,434,000 for the first six months of 2020, a decrease of $4,987,000, or 53%, from $9,421,000 for the first six months of 2019. A lack of land sales and construction management fees drove a majority of this decrease as discussed in the segment's quarterly operating results. Another factor contributing to the decline is the Company's 2019 recognition of a true-up related to 2018 spark spread revenues from the Pastoria Energy Facility that was greater than their original estimates. This true-up did not reoccur in 2020.
|
•
|
Commercial/industrial real estate development segment expenses were $3,678,000 during the first six months of 2020, a decrease of $2,707,000, or 42%, from $6,385,000 during the first six months of 2019. The decrease is attributed to not recognizing land cost of sales associated with the land sale transaction discussed previously.
|
•
|
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 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 June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Mineral resources revenues
|
|
|
|
|
|
|
|
|||||||
Oil and gas
|
$
|
98
|
|
|
$
|
437
|
|
|
$
|
(339
|
)
|
|
(78
|
)%
|
Cement
|
540
|
|
|
520
|
|
|
20
|
|
|
4
|
%
|
|||
Rock aggregate
|
328
|
|
|
297
|
|
|
31
|
|
|
10
|
%
|
|||
Exploration leases
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
%
|
|||
Water Sales
|
350
|
|
|
(1,046
|
)
|
|
1,396
|
|
|
(133
|
)%
|
|||
Reimbursables and other
|
435
|
|
|
427
|
|
|
8
|
|
|
2
|
%
|
|||
Total mineral resources revenues
|
$
|
1,776
|
|
|
$
|
660
|
|
|
$
|
1,116
|
|
|
169
|
%
|
Total mineral resources expenses
|
$
|
714
|
|
|
$
|
598
|
|
|
$
|
116
|
|
|
19
|
%
|
Operating income from mineral resources
|
$
|
1,062
|
|
|
$
|
62
|
|
|
$
|
1,000
|
|
|
1,613
|
%
|
•
|
Mineral resources segment revenues were $1,776,000 for the three months ended June 30, 2020, an increase of $1,116,000, or 169%, from $660,000 for the three months ended June 30, 2019. In 2019, the Company had an unfavorable water sales adjustment of $1,046,000 that was tied to an increase in SWP allocation levels, which impacted prior sales pricing. In 2020, however, SWP allocation levels were more favorable to the Company and resulted in $350,000 in additional water sales revenues. Increases in water sales revenues were offset by a $339,000 decrease in oil and gas royalties driven by depressed oil prices resulting from reduced demand and oversupply over the comparative periods.
|
•
|
Mineral resources segment expenses were $714,000 for the three months ended June 30, 2020, an increase of $116,000 or 19%, from $598,000 for the three months ended June 30, 2019. Increases in water transmission costs and property taxes were the main drivers of this increase.
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Mineral resources revenues
|
|
|
|
|
|
|
|
|||||||
Oil and gas
|
$
|
432
|
|
|
$
|
992
|
|
|
$
|
(560
|
)
|
|
(56
|
)%
|
Cement
|
994
|
|
|
816
|
|
|
178
|
|
|
22
|
%
|
|||
Rock aggregate
|
570
|
|
|
505
|
|
|
65
|
|
|
13
|
%
|
|||
Exploration leases
|
50
|
|
|
51
|
|
|
(1
|
)
|
|
(2
|
)%
|
|||
Water Sales
|
5,471
|
|
|
3,980
|
|
|
1,491
|
|
|
37
|
%
|
|||
Reimbursables and other
|
437
|
|
|
448
|
|
|
(11
|
)
|
|
(2
|
)%
|
|||
Total mineral resources revenues
|
$
|
7,954
|
|
|
$
|
6,792
|
|
|
$
|
1,162
|
|
|
17
|
%
|
Total mineral resources expenses
|
$
|
4,592
|
|
|
$
|
4,430
|
|
|
$
|
162
|
|
|
4
|
%
|
Operating income from mineral resources
|
$
|
3,362
|
|
|
$
|
2,362
|
|
|
$
|
1,000
|
|
|
42
|
%
|
•
|
Mineral resources segment revenues were $7,954,000 for the first six months of 2020, an increase of $1,162,000, or 17%, from $6,792,000 for the first six months of 2019. The overall increase is attributed to the same factors discussed within the segment's quarterly operating results above. Additionally, in 2020, the Company's tenant, National Cement, experienced an up-tick in the demand for cement.
|
•
|
Mineral resources segment expenses were $4,592,000 for the first six months of 2020, an increase of $162,000, or 4%, when compared to the same period in 2019. The increase is attributed to the same factors discussed within the segment's quarterly operating results above.
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Farming revenues
|
|
|
|
|
|
|
|
|||||||
Almonds
|
$
|
—
|
|
|
$
|
319
|
|
|
$
|
(319
|
)
|
|
(100
|
)%
|
Pistachios
|
—
|
|
|
391
|
|
|
(391
|
)
|
|
(100
|
)%
|
|||
Wine grapes
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
(100
|
)%
|
|||
Hay
|
185
|
|
|
114
|
|
|
71
|
|
|
62
|
%
|
|||
Other
|
24
|
|
|
52
|
|
|
(28
|
)
|
|
(54
|
)%
|
|||
Total farming revenues
|
$
|
209
|
|
|
$
|
886
|
|
|
$
|
(677
|
)
|
|
(76
|
)%
|
Total farming expenses
|
$
|
1,099
|
|
|
$
|
825
|
|
|
$
|
274
|
|
|
33
|
%
|
Operating loss from farming
|
$
|
(890
|
)
|
|
$
|
61
|
|
|
$
|
(951
|
)
|
|
(1,559
|
)%
|
•
|
Farming segment revenues were $209,000 for the three months ended June 30, 2020, a decrease of $677,000, or 76%, from $886,000 during the same period in 2019. The changes are primarily attributed to:
|
◦
|
Almond revenues decreased $319,000 as a result of not having any almond sales due to timing of sales, whereas the Company sold 140,000 pounds during the prior year. The Company has approximately 165,000 pounds of 2019 carryover almonds in inventory.
|
◦
|
The Company did not have pistachio revenues during the second quarter of 2020 as it sold nearly all of its 2019 crop in 2019.
|
•
|
Farming segment expenses were $1,099,000 for the three months ended June 30, 2020, an increase of $274,000, or 33%, from $825,000 during the same period in 2019. The increase is mainly attributed to an increase in water holding and irrigation costs of $130,000 and $79,0000, respectively, as a result of 2020 being a dry year, as well as an increase in insurance of $79,000. Lastly, there was a $34,000 increase in depreciation expense resulting from placing in-service new farming and irrigation equipment.
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Farming revenues
|
|
|
|
|
|
|
|
|||||||
Almonds
|
$
|
861
|
|
|
$
|
695
|
|
|
$
|
166
|
|
|
24
|
%
|
Pistachios
|
34
|
|
|
645
|
|
|
(611
|
)
|
|
(95
|
)%
|
|||
Wine grapes
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
(100
|
)%
|
|||
Hay
|
232
|
|
|
236
|
|
|
(4
|
)
|
|
(2
|
)%
|
|||
Other
|
34
|
|
|
115
|
|
|
(81
|
)
|
|
(70
|
)%
|
|||
Total farming revenues
|
$
|
1,161
|
|
|
$
|
1,701
|
|
|
$
|
(540
|
)
|
|
(32
|
)%
|
Total farming expenses
|
$
|
2,801
|
|
|
$
|
2,423
|
|
|
$
|
378
|
|
|
16
|
%
|
Operating (loss) income from farming
|
$
|
(1,640
|
)
|
|
$
|
(722
|
)
|
|
$
|
(918
|
)
|
|
127
|
%
|
•
|
Farming segment revenues were $1,161,000 for the first six months of 2020, a decrease of $540,000, or 32%, from $1,701,000 during the same period in 2019. The changes are primarily attributed to:
|
◦
|
Pistachio and almond revenues decreased for the same reasons discussed within the quarterly operating results.
|
▪
|
Comparatively, we sold 299,000 and 170,000 pounds of prior year carryover almonds as of June 30, 2020 and 2019, respectively. The fluctuations in sales volumes are due to timing.
|
▪
|
We did not sell any pistachios during the first six months of 2020 as a result of no 2019 crop carryforward, and sold 280,000 pounds in 2019.
|
◦
|
Other revenues decreased $81,000 as a result of having less water usage reimbursements from a land lease. The decrease is attributed to the lessee obtaining water directly from the water district in 2020.
|
•
|
Farming segment expenses were $2,801,000 for the first six months of 2020, an increase of $378,000, or 16%, from $2,423,000 when compared to the same period in 2019. The Company experienced increases in depreciation, water holding costs, insurance and irrigation of $31,000, $53,000, $107,000, and $56,000, respectively for the same reasons discussed within the segment's quarterly operating results above.
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Ranch Operations revenues
|
|
|
|
|
|
|
|
|||||||
Game management and other 1
|
$
|
247
|
|
|
$
|
385
|
|
|
$
|
(138
|
)
|
|
(36
|
)%
|
Grazing
|
429
|
|
|
420
|
|
|
9
|
|
|
2
|
%
|
|||
Total Ranch Operations revenues
|
$
|
676
|
|
|
$
|
805
|
|
|
$
|
(129
|
)
|
|
(16
|
)%
|
Total Ranch Operations expenses
|
$
|
1,178
|
|
|
$
|
1,393
|
|
|
$
|
(215
|
)
|
|
(15
|
)%
|
Operating loss from Ranch Operations
|
$
|
(502
|
)
|
|
$
|
(588
|
)
|
|
$
|
86
|
|
|
(15
|
)%
|
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 $676,000 for the three months ended June 30, 2020, a decrease of $129,000, or 16%, from $805,000 for the same period in 2019. The decrease is primarily attributed to shutting down our primary ranch operations (hunting and filming) for three months due to COVID-19.
|
•
|
Ranch operations expenses were $1,178,000 for the three months ended June 30, 2020, a decrease of $215,000, or 15%, from $1,393,000 for the same period in 2019. This segment saw wholesale declines in payroll, supplies, and fuel expenses as a result of having less activity within game management due to shutting down operations as note above.
|
•
|
Ranch operations revenues were $1,539,000 for the first six months of 2020, a decrease of $155,000, or 9%, from $1,694,000 for the same period in 2019. The decrease is attributed to the same factors discussed within the segment's quarterly operating results above, in addition to the closure of High Desert Hunt Club in March, April and May.
|
•
|
Ranch operations expenses were $2,584,000 for the first six months of 2020, a decrease of $159,000, or 6%, from $2,743,000 for the same period in 2019. The decrease is attributed to the same factors discussed within the segment's quarterly operating results above.
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Equity in earnings (loss)
|
|
|
|
|
|
|
|
|||||||
Petro Travel Plaza Holdings, LLC
|
$
|
1,458
|
|
|
$
|
2,354
|
|
|
$
|
(896
|
)
|
|
(38
|
)%
|
Five West Parcel, LLC
|
10
|
|
|
120
|
|
|
(110
|
)
|
|
(92
|
)%
|
|||
18-19 West, LLC
|
(17
|
)
|
|
(13
|
)
|
|
(4
|
)
|
|
31
|
%
|
|||
TRCC/Rock Outlet Center, LLC
|
(514
|
)
|
|
(667
|
)
|
|
153
|
|
|
(23
|
)%
|
|||
TRC-MRC 1, LLC
|
15
|
|
|
13
|
|
|
2
|
|
|
15
|
%
|
|||
TRC-MRC 2, LLC
|
163
|
|
|
164
|
|
|
(1
|
)
|
|
(1
|
)%
|
|||
TRC-MRC 3, LLC
|
66
|
|
|
—
|
|
|
66
|
|
|
100
|
%
|
|||
Total equity in earnings
|
$
|
1,181
|
|
|
$
|
1,971
|
|
|
$
|
(790
|
)
|
|
(40
|
)%
|
•
|
Equity in earnings were $1,181,000 for the three months ended June 30, 2020, a decrease of $790,000 or 40%, from $1,971,000 during the same period in 2019. The changes are primarily attributed to the following:
|
•
|
An $896,000 decrease for our Petro Travel Plaza Holdings joint venture. While fuel margins improved over the comparison period, the joint venture experienced significant declines in quick and full service restaurant margins resulting from closures due to COVID-19.
|
•
|
A $110,000 decrease for our Five West Travel Plaza joint venture as a result of selling the building and land during the fourth quarter of 2019.
|
•
|
A $153,000 improvement for our TRCC/Rock Outlet Center joint venture as a result of lower interest expense driven by lower interest rates and lower operating costs as a result of the COVID-19 closure.
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Equity in earnings (loss)
|
|
|
|
|
|
|
|
|||||||
Petro Travel Plaza Holdings, LLC
|
$
|
2,981
|
|
|
$
|
3,476
|
|
|
$
|
(495
|
)
|
|
(14
|
)%
|
Five West Parcel, LLC
|
9
|
|
|
206
|
|
|
(197
|
)
|
|
(96
|
)%
|
|||
18-19 West, LLC
|
(32
|
)
|
|
(27
|
)
|
|
(5
|
)
|
|
19
|
%
|
|||
TRCC/Rock Outlet Center, LLC
|
(920
|
)
|
|
(1,060
|
)
|
|
140
|
|
|
(13
|
)%
|
|||
TRC-MRC 1, LLC
|
35
|
|
|
11
|
|
|
24
|
|
|
218
|
%
|
|||
TRC-MRC 2, LLC
|
335
|
|
|
241
|
|
|
94
|
|
|
39
|
%
|
|||
TRC-MRC3, LLC
|
128
|
|
|
—
|
|
|
128
|
|
|
100
|
%
|
|||
Total equity in earnings
|
$
|
2,536
|
|
|
$
|
2,847
|
|
|
$
|
(311
|
)
|
|
(11
|
)%
|
•
|
Equity in earnings were $2,536,000 for the six months ended June 30, 2020, a decrease of $311,000, or 11%, from $2,847,000 during the same period in 2019. The decline is attributed to the same factors discussed within the segment's quarterly operating results.
|
(in thousands)
|
2020
|
|
2019
|
||||
Operating activities
|
$
|
51
|
|
|
$
|
(1,278
|
)
|
Investing activities
|
$
|
(852
|
)
|
|
$
|
(8,282
|
)
|
Financing activities
|
$
|
(4,330
|
)
|
|
$
|
(2,843
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
One Year or Less
|
|
Years 2-3
|
|
Years 4-5
|
|
Thereafter
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated water payments
|
$
|
260,601
|
|
|
$
|
1,563
|
|
|
$
|
20,539
|
|
|
$
|
21,215
|
|
|
$
|
217,284
|
|
Long-term debt
|
59,151
|
|
|
4,205
|
|
|
8,967
|
|
|
9,804
|
|
|
36,175
|
|
|||||
Interest on long-term debt
|
14,112
|
|
|
2,370
|
|
|
4,194
|
|
|
3,411
|
|
|
4,137
|
|
|||||
Cash contract commitments
|
7,647
|
|
|
3,823
|
|
|
1,458
|
|
|
518
|
|
|
1,848
|
|
|||||
Defined Benefit Plan
|
3,898
|
|
|
138
|
|
|
587
|
|
|
720
|
|
|
2,453
|
|
|||||
SERP
|
4,957
|
|
|
263
|
|
|
1,041
|
|
|
990
|
|
|
2,663
|
|
|||||
Tejon Ranch Conservancy
|
1,200
|
|
|
400
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
351,729
|
|
|
$
|
12,925
|
|
|
$
|
37,586
|
|
|
$
|
36,658
|
|
|
$
|
264,560
|
|
|
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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net (loss) income
|
$
|
(326
|
)
|
|
$
|
709
|
|
|
$
|
(1,010
|
)
|
|
$
|
833
|
|
Net (loss) income attributable to non-controlling interest
|
7
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||
Net (loss) income attributable to common stockholders
|
(333
|
)
|
|
707
|
|
|
(1,015
|
)
|
|
826
|
|
||||
Interest, net
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
(151
|
)
|
|
(329
|
)
|
|
(379
|
)
|
|
(678
|
)
|
||||
Our share of interest expense from unconsolidated joint ventures
|
638
|
|
|
730
|
|
|
1,318
|
|
|
1,468
|
|
||||
Total interest, net
|
487
|
|
|
401
|
|
|
939
|
|
|
790
|
|
||||
Income taxes
|
196
|
|
|
218
|
|
|
708
|
|
|
313
|
|
||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
1,164
|
|
|
1,047
|
|
|
2,180
|
|
|
2,136
|
|
||||
Our share of depreciation and amortization from unconsolidated joint ventures
|
1,031
|
|
|
1,025
|
|
|
2,055
|
|
|
2,134
|
|
||||
Total depreciation and amortization
|
2,195
|
|
|
2,072
|
|
|
4,235
|
|
|
4,270
|
|
||||
EBITDA
|
2,545
|
|
|
3,398
|
|
|
4,867
|
|
|
6,199
|
|
||||
Stock compensation expense
|
1,174
|
|
|
825
|
|
|
2,399
|
|
|
1,592
|
|
||||
Adjusted EBITDA
|
$
|
3,719
|
|
|
$
|
4,223
|
|
|
$
|
7,266
|
|
|
$
|
7,791
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Commercial/Industrial operating income
|
$
|
367
|
|
|
$
|
2,002
|
|
|
$
|
756
|
|
|
$
|
3,036
|
|
Plus: Commercial/Industrial depreciation and amortization
|
120
|
|
|
144
|
|
|
250
|
|
|
288
|
|
||||
Plus: General, administrative, cost of sales and other expenses
|
1,555
|
|
|
4,432
|
|
|
3,134
|
|
|
5,896
|
|
||||
Less: Other revenues including land sales
|
(393
|
)
|
|
(4,868
|
)
|
|
(859
|
)
|
|
(5,363
|
)
|
||||
Total Commercial/Industrial net operating income
|
$
|
1,649
|
|
|
$
|
1,710
|
|
|
$
|
3,281
|
|
|
$
|
3,857
|
|
($ in thousands)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Net operating income
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Pastoria Energy Facility
|
$
|
932
|
|
|
$
|
934
|
|
|
$
|
1,997
|
|
|
$
|
2,399
|
|
TRCC
|
348
|
|
|
405
|
|
|
558
|
|
|
696
|
|
||||
Communication leases
|
245
|
|
|
226
|
|
|
454
|
|
|
460
|
|
||||
Other commercial leases
|
124
|
|
|
145
|
|
|
272
|
|
|
302
|
|
||||
Total Commercial/Industrial net operating income
|
$
|
1,649
|
|
|
$
|
1,710
|
|
|
$
|
3,281
|
|
|
$
|
3,857
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income of unconsolidated joint ventures
|
$
|
1,874
|
|
|
$
|
3,157
|
|
|
$
|
4,078
|
|
|
$
|
4,534
|
|
Interest expense of unconsolidated joint ventures
|
918
|
|
|
1,425
|
|
|
1,975
|
|
|
2,867
|
|
||||
Operating income of unconsolidated joint ventures
|
2,792
|
|
|
4,582
|
|
|
6,053
|
|
|
7,401
|
|
||||
Depreciation and amortization of unconsolidated joint ventures
|
1,939
|
|
|
1,926
|
|
|
3,868
|
|
|
4,019
|
|
||||
Net operating income of unconsolidated joint ventures
|
$
|
4,731
|
|
|
$
|
6,508
|
|
|
$
|
9,921
|
|
|
$
|
11,420
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$24,430
|
|
$2,784
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$27,214
|
|
$27,323
|
Weighted average interest rate
|
1.87%
|
|
0.98%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
1.78%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt ($4.75M note)
|
$118
|
|
$244
|
|
$254
|
|
$265
|
|
$277
|
|
$1,151
|
|
$2,309
|
|
$2,309
|
Weighted average interest rate
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
|
|
Long-term debt (Amended Term Loan)
|
$1,955
|
|
$4,051
|
|
$4,221
|
|
$4,429
|
|
$4,624
|
|
$37,562
|
|
$56,842
|
|
$56,842
|
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
|
|
10.31
|
|
|
|
FN 22
|
|
10.32
|
|
|
|
FN 22
|
|
10.33
|
|
|
|
FN 22
|
|
10.34
|
|
|
|
FN 23
|
|
10.35
|
|
|
|
FN 24
|
|
10.37
|
|
|
|
FN 26
|
FN 1
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-07183) as Exhibit 99.1 to our Current Report on Form 8-K filed May 26, 2020, 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 1-07183) as Exhibit 99.1 to our Current Report on Form 8-K filed on May 26, 2020, is incorporated herein by reference.
|
FN 5
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 17
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-07183) as Exhibit 10.26 to our Quarterly Report on Form 10-Q filed on May 8, 2013, 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) 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 1-07183) as Exhibit 10.47 to our Annual Report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
|
|
|
TEJON RANCH CO.
|
|
|
|
|
|
|
August 5, 2020
|
|
/s/ Gregory S. Bielli
|
Date
|
|
Gregory S. Bielli
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
August 5, 2020
|
|
/s/ Robert D. Velasquez
|
Date
|
|
Robert D. Velasquez
|
|
|
Senior Vice President of Finance and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Tejon Ranch Chart |
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