FORM 10-K
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TEJON RANCH CO.
|
|
|
(Exact name of Registrant as specified in its charter)
|
|
Delaware
|
|
77-0196136
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
Title of Each Class
|
|
Name of Exchange of Which Registered
|
Common Stock
|
|
New York Stock Exchange
|
Large accelerated filer
|
¨
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|
Accelerated filer
|
x
|
|
|
|
|
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Non-accelerated filer
|
¨
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|
Smaller reporting company
|
¨
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|
|
|
|
|
|
•
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Real Estate - Commercial/Industrial development
|
•
|
Real Estate - Resort/Residential development
|
•
|
Mineral Resources
|
•
|
Farming
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Real estate—commercial/industrial
|
|
$
|
11,379
|
|
|
$
|
11,148
|
|
|
$
|
9,941
|
|
Real estate—resort/residential (1)
|
|
183
|
|
|
338
|
|
|
—
|
|
|||
Mineral Resources (2)
|
|
16,255
|
|
|
10,242
|
|
|
14,012
|
|
|||
Farming (1)
|
|
23,435
|
|
|
23,610
|
|
|
23,136
|
|
|||
Segment revenues
|
|
51,252
|
|
|
45,338
|
|
|
47,089
|
|
|||
Investment income
|
|
696
|
|
|
941
|
|
|
1,242
|
|
|||
Other income
|
|
343
|
|
|
66
|
|
|
113
|
|
|||
Total revenues and other income
|
|
$
|
52,291
|
|
|
$
|
46,345
|
|
|
$
|
48,444
|
|
Segment Profits (Losses) and Net Income
|
|
|
|
|
|
|
||||||
Real estate—commercial/industrial
|
|
$
|
(1,825
|
)
|
|
$
|
(1,754
|
)
|
|
$
|
(2,330
|
)
|
Real estate—resort/residential (1)
|
|
(2,425
|
)
|
|
(1,893
|
)
|
|
(3,697
|
)
|
|||
Mineral Resources (2)
|
|
9,837
|
|
|
8,965
|
|
|
12,970
|
|
|||
Farming (1)
|
|
7,185
|
|
|
7,684
|
|
|
8,749
|
|
|||
Segment profits (3)
|
|
12,772
|
|
|
13,002
|
|
|
15,692
|
|
|||
Investment income
|
|
696
|
|
|
941
|
|
|
1,242
|
|
|||
Other income
|
|
343
|
|
|
66
|
|
|
113
|
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Corporate expenses
|
|
(10,646
|
)
|
|
(11,826
|
)
|
|
(12,564
|
)
|
|||
Operating income before equity in earnings of unconsolidated joint ventures
|
|
3,165
|
|
|
2,183
|
|
|
4,471
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
5,294
|
|
|
4,006
|
|
|
2,535
|
|
|||
Income before income taxes
|
|
8,459
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|
|
6,189
|
|
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7,006
|
|
|||
Income tax provision
|
|
2,697
|
|
|
2,086
|
|
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2,723
|
|
|||
Net income
|
|
5,762
|
|
|
4,103
|
|
|
4,283
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
|
107
|
|
|
(62
|
)
|
|
(158
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
5,655
|
|
|
$
|
4,165
|
|
|
$
|
4,441
|
|
Identifiable Assets by Segment (4)
|
|
|
|
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|
||||||
Real estate—commercial/industrial
|
|
$
|
80,646
|
|
|
$
|
58,390
|
|
|
$
|
57,151
|
|
Real estate—resort/residential
|
|
199,528
|
|
|
124,568
|
|
|
118,627
|
|
|||
Mineral Resources (2)
|
|
47,434
|
|
|
1,063
|
|
|
1,449
|
|
|||
Farming
|
|
34,464
|
|
|
31,925
|
|
|
29,538
|
|
|||
Corporate
|
|
70,043
|
|
|
126,933
|
|
|
121,091
|
|
|||
Total assets
|
|
$
|
432,115
|
|
|
$
|
342,879
|
|
|
$
|
327,856
|
|
Name
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Office
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|
Held since
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|
Age
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Gregory S. Bielli
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President and Chief Executive Officer, Director
|
|
2013
|
|
54
|
Dennis J. Atkinson
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Senior Vice President, Agriculture
|
|
1998
|
|
64
|
Allen E. Lyda
|
|
Executive Vice President, Chief Financial Officer
|
|
1990
|
|
57
|
Hugh McMahon
|
|
Senior Vice President, Commercial/Industrial Development
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|
2014
|
|
48
|
Joseph N. Rentfro
|
|
Executive Vice President, Real Estate
|
|
2015
|
|
46
|
Greg Tobias
|
|
Vice President, General Counsel
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|
2011
|
|
50
|
•
|
Employment levels
|
•
|
Availability of financing
|
•
|
Interest rates
|
•
|
Consumer confidence
|
•
|
Demand for the developed product, whether residential or industrial
|
•
|
Supply of similar product, whether residential or industrial
|
•
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Difficulty in securing adequate water resources for future developments;
|
•
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Natural risks, such as geological and soil problems, earthquakes, fire, heavy rains and flooding, and heavy winds;
|
•
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Shortages of qualified trades people;
|
•
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Reliance on local contractors, who may be inadequately capitalized;
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•
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Shortages of materials; and
|
•
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Increases in the cost of materials.
|
•
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Significant changes to our balance sheet relating to the recognition of operating leases as assets or liabilities based on existing lease terms and whether we are the lessor or lessee; and
|
•
|
Significant fluctuations in our reported results of operations, including fluctuations in our expenses related to amortization of new lease-related assets and/or liabilities and assumed interest costs with leases.
|
(1)
|
Groundwater plume of chlorinated hydrocarbon compounds.
This order directs the Company’s former tenant Lafarge Corporation, or Lafarge, the current tenant National, and the Company to, among other things, clean up groundwater contamination on the leased property. In 2003, Lafarge and National installed a groundwater pump-
|
(2)
|
Cement kiln dust.
National and Lafarge have consolidated, closed and capped cement kiln dust piles located on land leased from the Company. An order of the RWQCB directs National, Lafarge and the Company to maintain and monitor the effectiveness of the cap. Maintenance of the cap and groundwater monitoring remain as on-going activities.
|
ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2014
|
|
2013
|
||||||||||||
Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
|
$
|
36.98
|
|
|
$
|
32.14
|
|
|
$
|
30.81
|
|
|
$
|
28.44
|
|
Second
|
|
$
|
35.23
|
|
|
$
|
29.54
|
|
|
$
|
31.00
|
|
|
$
|
26.66
|
|
Third
|
|
$
|
33.08
|
|
|
$
|
27.95
|
|
|
$
|
34.23
|
|
|
$
|
28.58
|
|
Fourth
|
|
$
|
31.44
|
|
|
$
|
27.86
|
|
|
$
|
38.79
|
|
|
$
|
29.49
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Total revenues from operations, including interest and other income
|
|
$
|
52,291
|
|
|
$
|
46,345
|
|
|
$
|
48,444
|
|
|
$
|
64,456
|
|
(1)
|
$
|
36,553
|
|
Income from operations before equity in earnings of unconsolidated joint ventures
|
|
$
|
3,165
|
|
|
$
|
2,183
|
|
|
$
|
4,471
|
|
|
$
|
22,232
|
|
|
$
|
6,270
|
|
Equity in earnings of unconsolidated joint ventures
|
|
$
|
5,294
|
|
|
$
|
4,006
|
|
|
$
|
2,535
|
|
|
$
|
916
|
|
|
$
|
541
|
|
Net income
|
|
$
|
5,762
|
|
|
$
|
4,103
|
|
|
$
|
4,283
|
|
|
$
|
15,781
|
|
|
$
|
3,959
|
|
Net income (loss) attributable to noncontrolling interests
|
|
$
|
107
|
|
|
$
|
(62
|
)
|
|
$
|
(158
|
)
|
|
$
|
(113
|
)
|
|
$
|
(216
|
)
|
Net income attributable to common stockholders
|
|
$
|
5,655
|
|
|
$
|
4,165
|
|
|
$
|
4,441
|
|
|
$
|
15,894
|
|
|
$
|
4,175
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
432,115
|
|
|
$
|
342,879
|
|
|
$
|
327,856
|
|
|
$
|
321,976
|
|
|
$
|
288,091
|
|
Long-term debt, less current portion
|
|
$
|
74,215
|
|
|
$
|
4,459
|
|
|
$
|
212
|
|
|
$
|
253
|
|
|
$
|
290
|
|
Equity
|
|
$
|
324,333
|
|
|
$
|
320,187
|
|
|
$
|
308,259
|
|
|
$
|
300,439
|
|
|
$
|
276,652
|
|
Net income attributable to common stockholders per share, diluted
|
|
$
|
0.27
|
|
|
$
|
0.20
|
|
|
$
|
0.22
|
|
|
$
|
0.80
|
|
|
$
|
0.22
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Discount rates;
|
•
|
Salary growth;
|
•
|
Retirement rates;
|
•
|
Expected contributions;
|
•
|
Inflation;
|
•
|
Expected return on plan assets; and
|
•
|
Mortality rates
|
•
|
Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Valuation is determined from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
|
•
|
Level 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability.
|
|
|
For the Year
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Oil production (barrels)
|
|
499,000
|
|
|
539,000
|
|
|
786,000
|
|
|||
Average price per barrel
|
|
$
|
90.00
|
|
|
$
|
100.00
|
|
|
$
|
103.00
|
|
Natural gas production (millions of cubic feet)
|
|
122,000
|
|
|
423,000
|
|
|
547,000
|
|
|||
Average price per thousand cubic feet
|
|
$
|
2.40
|
|
|
$
|
2.32
|
|
|
$
|
2.00
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||||
($ in thousands)
|
|
Revenue
|
|
Quantity Sold
|
|
Average
Price
|
|
Revenue
|
|
Quantity Sold
|
|
Average
Price
|
|
Revenue
|
|
Quantity Sold
|
|
Average
Price
|
|||||||||||||||
ALMONDS (lbs.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
6,013
|
|
|
1,835
|
|
|
|
|
$
|
4,949
|
|
|
1,990
|
|
|
|
|
$
|
4,831
|
|
|
2,419
|
|
|
|
||||||
Prior year crops
|
|
2,523
|
|
|
754
|
|
|
|
|
4,528
|
|
|
1,562
|
|
|
|
|
3,015
|
|
|
1,840
|
|
|
|
|||||||||
Price adjustment
|
|
1,458
|
|
|
|
|
|
|
1,326
|
|
|
|
|
|
|
992
|
|
|
|
|
|
||||||||||||
Signing bonus
|
|
42
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
60
|
|
|
|
|
|
||||||||||||
Subtotal Almonds
|
|
$
|
10,036
|
|
|
2,589
|
|
|
$
|
3.88
|
|
|
$
|
10,857
|
|
|
3,552
|
|
|
$
|
3.06
|
|
|
$
|
8,898
|
|
|
4,259
|
|
|
$
|
2.09
|
|
PISTACHIOS (lbs.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
3,809
|
|
|
1,531
|
|
|
|
|
$
|
4,291
|
|
|
1,767
|
|
|
|
|
5,632
|
|
|
2,532
|
|
|
|
|||||||
Prior year crops
|
|
1,102
|
|
|
252
|
|
|
|
|
1,244
|
|
|
345
|
|
|
|
|
1,259
|
|
|
305
|
|
|
|
|||||||||
Price adjustment
|
|
2,674
|
|
|
|
|
|
|
2,002
|
|
|
|
|
|
|
1,753
|
|
|
|
|
|
||||||||||||
Subtotal Pistachios
|
|
$
|
7,585
|
|
|
1,783
|
|
|
$
|
4.25
|
|
|
$
|
7,537
|
|
|
2,112
|
|
|
$
|
3.57
|
|
|
$
|
8,644
|
|
|
2,837
|
|
|
$
|
3.05
|
|
WINE GRAPES (tons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
3,978
|
|
|
14.2
|
|
|
$
|
279.40
|
|
|
$
|
4,094
|
|
|
13.0
|
|
|
$
|
325.13
|
|
|
$
|
5,136
|
|
|
16.0
|
|
|
$
|
316.00
|
|
Price adjustment
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||
Subtotal Wine Grapes
|
|
$
|
3,978
|
|
|
14.2
|
|
|
$
|
279.40
|
|
|
$
|
4,094
|
|
|
13.0
|
|
|
$
|
325.13
|
|
|
$
|
5,136
|
|
|
16.0
|
|
|
$
|
316.00
|
|
HAY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
1,361
|
|
|
|
|
|
|
$
|
928
|
|
|
|
|
|
|
$
|
583
|
|
|
|
|
|
|||||||||
Subtotal Hay
|
|
$
|
1,361
|
|
|
|
|
|
|
$
|
928
|
|
|
|
|
|
|
$
|
583
|
|
|
|
|
|
|||||||||
Total crop proceeds
|
|
$
|
22,960
|
|
|
|
|
|
|
$
|
23,416
|
|
|
|
|
|
|
$
|
23,261
|
|
|
|
|
|
|||||||||
Other farming revenues
|
|
475
|
|
|
|
|
|
|
194
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
|
||||||||||||
Total farming revenues
|
|
$
|
23,435
|
|
|
|
|
|
|
$
|
23,610
|
|
|
|
|
|
|
$
|
23,136
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
$
|
13,218
|
|
|
$
|
9,536
|
|
|
$
|
14,092
|
|
Investing activities
|
|
$
|
(92,592
|
)
|
|
$
|
(7,611
|
)
|
|
$
|
(23,273
|
)
|
Financing activities
|
|
$
|
75,981
|
|
|
$
|
(113
|
)
|
|
$
|
(1,972
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
($ in thousands)
|
Total
|
|
One Year or
Less
|
|
Years 2-3
|
|
Years 4-5
|
|
After 5
Years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated water payments
|
$
|
286,248
|
|
|
$
|
7,765
|
|
|
$
|
15,942
|
|
|
$
|
16,517
|
|
|
$
|
246,024
|
|
Long-term debt
|
74,459
|
|
|
244
|
|
|
4,475
|
|
|
7,844
|
|
|
61,896
|
|
|||||
Interest on long-term debt
|
24,531
|
|
|
3,062
|
|
|
5,975
|
|
|
5,387
|
|
|
10,107
|
|
|||||
Revolving line of credit borrowings
|
6,850
|
|
|
6,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash contract commitments
|
7,711
|
|
|
5,502
|
|
|
1,138
|
|
|
—
|
|
|
1,071
|
|
|||||
Defined Benefit Plan
|
3,477
|
|
|
175
|
|
|
485
|
|
|
696
|
|
|
2,121
|
|
|||||
SERP
|
4,320
|
|
|
438
|
|
|
882
|
|
|
884
|
|
|
2,116
|
|
|||||
Tejon Ranch Conservancy
|
5,600
|
|
|
800
|
|
|
1,600
|
|
|
1,600
|
|
|
1,600
|
|
|||||
Financing fees
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
413,359
|
|
|
$
|
24,999
|
|
|
$
|
30,497
|
|
|
$
|
32,928
|
|
|
$
|
324,935
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||
($ in thousands)
|
|
Total
|
|
< 1 year
|
|
1 -3 Years
|
|
4 -5 Years
|
|
After 5
Years
|
||||||||
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Standby letter of credit
|
|
$
|
5,426
|
|
|
|
|
$
|
5,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other commercial commitments
|
|
$
|
5,426
|
|
|
|
|
$
|
5,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair Value at
12/31/2014
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
$
|
17,198
|
|
|
$
|
10,334
|
|
|
$
|
9,688
|
|
|
$
|
4,892
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,112
|
|
|
$
|
42,140
|
|
Weighted average interest rate
|
1.50
|
%
|
|
1.29
|
%
|
|
1.28
|
%
|
|
1.52
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.40
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revolving line of credit
|
$
|
6,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,850
|
|
|
$
|
6,850
|
|
Weighted average interest rate (Revolving line of credit)
|
1.67
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|||||||||
Long-term debt ($4.75M note)
|
$
|
244
|
|
|
$
|
255
|
|
|
$
|
266
|
|
|
$
|
277
|
|
|
$
|
289
|
|
|
$
|
3,128
|
|
|
$
|
4,459
|
|
|
$
|
4,459
|
|
Weighted average interest rate ($4.75M note)
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
|
|||||||||
Long-term debt ($70.0M note)
|
$
|
—
|
|
|
$
|
561
|
|
|
$
|
3,393
|
|
|
$
|
3,563
|
|
|
$
|
3,715
|
|
|
$
|
58,768
|
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
Weighted average interest rate ($70.0M note)
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
Fair Value
12/31/2013
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
|
$
|
17,246
|
|
|
$
|
20,237
|
|
|
$
|
10,534
|
|
|
$
|
7,183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55,200
|
|
|
|
||
Weighted average interest rate
|
|
1.47
|
%
|
|
1.51
|
%
|
|
1.29
|
%
|
|
1.32
|
%
|
|
—
|
|
|
—
|
|
|
1.43
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
|
$
|
234
|
|
|
$
|
244
|
|
|
$
|
255
|
|
|
$
|
266
|
|
|
$
|
277
|
|
|
$
|
3,417
|
|
|
$
|
4,693
|
|
|
$
|
4,693
|
|
Weighted average interest rate
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
(a)
|
Security Ownership of Certain Beneficial Owners and Management.
|
(b)
|
Securities Authorized for Issuance under Equity Compensation Plans.
|
Equity
compensation plans
approved by
security holders *
|
|
Number of securities to be
issued upon exercise of
outstanding grants
|
|
Weighted-average
exercise price of
outstanding grants
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities)
reflected in column (a)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Restricted stock
grants and restricted
stock units at target
goal achievement
|
|
237,045
|
|
Final price determined
at time of vesting
|
|
1,199,873
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
(a)
Documents filed as part of this report:
|
|
Page Number
|
||||||
1
|
|
|
Consolidated Financial Statements:
|
|
|
|||
|
|
1.1
|
|
|
|
|||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
1.2
|
|
|
|
|||
|
|
1.3
|
|
|
|
|||
|
|
1.4
|
|
|
|
|||
|
|
1.5
|
|
|
|
|||
|
|
1.6
|
|
|
|
|||
|
|
1.7
|
|
|
|
|||
2
|
|
|
Supplemental Financial Statement Schedules:
|
|
|
|||
|
|
None.
|
|
|
||||
3
|
|
|
Exhibits:
|
|
|
|||
|
|
3.1
|
|
|
Restated Certificate of Incorporation
|
|
FN 1
|
|
|
|
3.2
|
|
|
By-Laws
|
|
FN 1
|
|
|
|
4.1
|
|
|
Form of First Additional Investment Right
|
|
FN 2
|
|
|
|
4.2
|
|
|
Form of Second Additional Investment Right
|
|
FN 3
|
|
|
|
4.3
|
|
|
Registration and Reimbursement Agreement
|
|
FN 10
|
|
|
|
10.1
|
|
|
Water Service Contract with Wheeler Ridge-Maricopa Water Storage District (without exhibits), amendments originally filed under Item 11 to Registrant's Annual Report on Form 10-K
|
|
FN 4
|
|
|
|
10.5
|
|
|
Petro Travel Plaza Operating Agreement
|
|
FN 5
|
|
|
|
10.7
|
|
|
*Severance Agreement
|
|
FN 5
|
|
|
|
10.8
|
|
|
*Director Compensation Plan
|
|
FN 5
|
|
|
|
10.9
|
|
|
*Amended and Restated Non-Employee Director Stock Incentive Plan
|
|
FN 13
|
|
|
10.9(1)
|
|
|
*Stock Option Agreement Pursuant to the Non-Employee Director Stock Incentive Plan
|
|
FN 5
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
|
*Amended and Restated 1998 Stock Incentive Plan
|
|
FN 14
|
|
|
|
|
|
|
|
|
|
|
10.10(1)
|
|
|
*Stock Option Agreement Pursuant to the 1998 Stock Incentive Plan
|
|
FN 5
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
|
Lease Agreement with Calpine Corp.
|
|
FN 6
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
|
Form of Securities Purchase Agreement
|
|
FN 7
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
|
Form of Registration Rights Agreement
|
|
FN 8
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
|
*2004 Stock Incentive Program
|
|
FN 9
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
|
*Form of Restricted Stock Agreement for Directors
|
|
FN 9
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
|
*Form of Restricted Stock Unit Agreement
|
|
FN 9
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
|
Tejon Mountain Village LLC Operating Agreement
|
|
FN 11
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
|
Tejon Ranch Conservation and Land Use Agreement
|
|
FN 12
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
|
Second Amended and Restated Limited Liability Agreement of Centennial Founders, LLC
|
|
FN 15
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
|
*Executive Employment Agreement - Allen E. Lyda
|
|
FN 16
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
|
Limited Liability Company Agreement of TRCC/Rock Outlet Center LLC
|
|
FN 17
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
|
Warrant Agreement
|
|
FN 18
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
|
Amendments to Limited Liability Company Agreement of Tejon Mountain Village LLC
|
|
FN 19
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
|
Membership Interest Purchase Agreement - TMV LLC
|
|
FN 20
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
|
Amended and Restated Credit Agreement
|
|
FN 21
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
|
Term Note
|
|
FN 21
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
|
Revolving Line of Credit
|
|
FN 21
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
|
Calpine Agreement Amendment
|
|
FN 22
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
List of Subsidiaries of Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm (Los Angeles, CA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm (Boston, MA)
|
|
|
|
|
|
|
|
|
|
|
|
|
23.3
|
|
|
Consent of McGladrey LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
|
Financial Statements of Petro Travel Plaza Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
*
|
Management contract, compensatory plan or arrangement.
|
|
|
|
FN 1
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1987, is incorporated herein by reference.
|
FN 2
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.3 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 3
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number I-7183) as Exhibit 4.4 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 4
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1994, is incorporated herein by reference.
|
FN 5
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K, for the period ending December 31, 1997, is incorporated herein by reference.
|
FN 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, 2001, is incorporated herein by reference.
|
FN 7
|
|
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 8
|
|
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 9
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 15 to our Annual Report on Form 10-K for the year ended December 31, 2004, 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 4.1 to our Current Report on Form 8-K filed on December 20, 2005, 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 10.24 to our Current Report on Form 8-K filed on May 24, 2006, 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 10.28 to our Current Report on Form 8-K filed on June 23, 2008, 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 Exhibit 10.9 to our Annual Report on form 10-K for the year ended December 31, 2008, 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 10.10 to our Annual Report on form 10-K for the year ended December 31, 2008, is incorporated herein by reference
|
FN 15
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Item 6 to our Quarterly Report on Form 10-Q for the period ending June 30, 2009, is incorporated herein by reference.
|
FN 16
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Item 6 to our Quarterly Report on Form 10-Q for the period ending March 31, 2013, is incorporated herein by reference.
|
FN 17
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Exhibit 10.27 to our Current Report on Form 8-K filed on June 4, 2013, is incorporated herein by reference.
|
FN 18
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 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) under Item 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 20
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Item 10.30 to our Current Report on Form 8-K filed on July 16, 2014, is incorporated herein by reference.
|
FN 21
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Items 10.31-10.33 to our Current Report on Form 8-K filed on October 17, 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) under Item 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
|
(b)
|
Exhibits. The exhibits being filed with this report are attached at the end of this report.
|
(c)
|
Financial Statement Schedules - The response to this portion of Item 15 is submitted as a separate section of this report.
|
|
|
|
|
|
|
TEJON RANCH CO.
|
|
|
|
|
|||
March 16, 2015
|
|
|
|
BY:
|
|
/s/ Gregory S. Bielli
|
|
|
|
|
|
|
Gregory S. Bielli
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|||
March 16, 2015
|
|
|
|
BY:
|
|
/s/ Allen E. Lyda
|
|
|
|
|
|
|
Allen E. Lyda
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ Robert A. Alter__________________________
Robert A. Alter |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ Steven A. Betts__________________________
Steven A. Betts |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ Gregory S. Bielli_________________________
Gregory S. Bielli |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ John L. Goolsby_________________________
John L. Goolsby |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ Anthony L. Leggio_______________________
Anthony L. Leggio |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ Norman Metcalfe________________________
Norman Metcalfe |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ Geoffrey Stack__________________________
Geoffrey Stack |
|
Director
|
|
March 16, 2015
|
|
|
|
||
/s/ Robert A. Stine__________________________
Robert A. Stine |
|
Director
|
|
March 16, 2015
|
|
|
|
|
|
/s/ Daniel R. Tisch__________________________
Daniel R. Tisch |
|
Director
|
|
March 16, 2015
|
|
|
|||
/s/ Frederick C.Tuomi_______________________
Frederick C. Tuomi |
|
Director
|
|
March 16, 2015
|
|
|
|||
/s/ Michael H. Winer________________________
Michael H. Winer |
|
Director
|
|
March 16, 2015
|
|
|
|
Page
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,638
|
|
|
$
|
9,031
|
|
Marketable securities - available-for-sale
|
42,140
|
|
|
55,436
|
|
||
Accounts receivable
|
8,506
|
|
|
7,108
|
|
||
Inventories
|
4,098
|
|
|
3,510
|
|
||
Prepaid expenses and other current assets
|
4,456
|
|
|
7,707
|
|
||
Deferred tax assets
|
1,089
|
|
|
452
|
|
||
Total current assets
|
65,927
|
|
|
83,244
|
|
||
Property and equipment - net of depreciation (includes $77,131 at December 31, 2014 and $74,726 at December 31, 2013, attributable to Centennial Founders LLC, Note 17)
|
282,974
|
|
|
146,542
|
|
||
Investments in unconsolidated joint ventures
|
32,604
|
|
|
62,604
|
|
||
Long-term water assets
|
45,349
|
|
|
46,754
|
|
||
Long-term deferred tax assets
|
3,487
|
|
|
1,592
|
|
||
Other assets
|
1,774
|
|
|
2,143
|
|
||
TOTAL ASSETS
|
$
|
432,115
|
|
|
$
|
342,879
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
3,347
|
|
|
$
|
5,028
|
|
Accrued liabilities and other
|
2,774
|
|
|
2,647
|
|
||
Income taxes payable
|
1,703
|
|
|
—
|
|
||
Deferred income
|
1,164
|
|
|
865
|
|
||
Revolving line of credit
|
6,850
|
|
|
—
|
|
||
Current maturities of long term debt
|
244
|
|
|
234
|
|
||
Total current liabilities
|
16,082
|
|
|
8,774
|
|
||
Long-term debt, less current portion
|
74,215
|
|
|
4,459
|
|
||
Long-term deferred gains
|
3,683
|
|
|
2,248
|
|
||
Other liabilities
|
13,802
|
|
|
7,211
|
|
||
Total liabilities
|
107,782
|
|
|
22,692
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Tejon Ranch Co. Stockholders’ Equity
|
|
|
|
||||
Common stock, $0.50 par value per share:
|
|
|
|
||||
Authorized shares - 30,000,000
|
|
|
|
||||
Issued and outstanding shares - 20,636,478 at December 31, 2014 and 20,563,023 at December 31, 2013
|
10,318
|
|
|
10,282
|
|
||
Additional paid-in capital
|
212,763
|
|
|
210,848
|
|
||
Accumulated other comprehensive loss
|
(6,899
|
)
|
|
(3,333
|
)
|
||
Retained earnings
|
68,439
|
|
|
62,785
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
284,621
|
|
|
280,582
|
|
||
Non-controlling interest
|
39,712
|
|
|
39,605
|
|
||
Total equity
|
324,333
|
|
|
320,187
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
432,115
|
|
|
$
|
342,879
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
11,379
|
|
|
$
|
11,148
|
|
|
$
|
9,941
|
|
Real estate - resort/residential
|
|
183
|
|
|
338
|
|
|
—
|
|
|||
Mineral resources
|
|
16,255
|
|
|
10,242
|
|
|
14,012
|
|
|||
Farming
|
|
23,435
|
|
|
23,610
|
|
|
23,136
|
|
|||
Total revenues
|
|
51,252
|
|
|
45,338
|
|
|
47,089
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
13,204
|
|
|
12,902
|
|
|
12,271
|
|
|||
Real estate - resort/residential
|
|
2,608
|
|
|
2,231
|
|
|
3,697
|
|
|||
Mineral resources
|
|
6,418
|
|
|
1,277
|
|
|
1,042
|
|
|||
Farming
|
|
16,250
|
|
|
15,926
|
|
|
14,387
|
|
|||
Corporate expenses
|
|
10,646
|
|
|
11,826
|
|
|
12,564
|
|
|||
Total expenses
|
|
49,126
|
|
|
44,162
|
|
|
43,961
|
|
|||
Operating income
|
|
2,126
|
|
|
1,176
|
|
|
3,128
|
|
|||
Other Income:
|
|
|
|
|
|
|
||||||
Investment income
|
|
696
|
|
|
941
|
|
|
1,242
|
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Other income
|
|
343
|
|
|
66
|
|
|
113
|
|
|||
Total other income
|
|
1,039
|
|
|
1,007
|
|
|
1,343
|
|
|||
Income from operations before equity in earnings of unconsolidated joint ventures
|
|
3,165
|
|
|
2,183
|
|
|
4,471
|
|
|||
Equity in earnings of unconsolidated joint ventures, net
|
|
5,294
|
|
|
4,006
|
|
|
2,535
|
|
|||
Income before income tax expense
|
|
8,459
|
|
|
6,189
|
|
|
7,006
|
|
|||
Income tax expense
|
|
2,697
|
|
|
2,086
|
|
|
2,723
|
|
|||
Net income
|
|
5,762
|
|
|
4,103
|
|
|
4,283
|
|
|||
Net income/(loss) attributable to non-controlling interest
|
|
107
|
|
|
(62
|
)
|
|
(158
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
5,655
|
|
|
$
|
4,165
|
|
|
$
|
4,441
|
|
Net income per share attributable to common stockholders, basic
|
|
$
|
0.27
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
Net income per share attributable to common stockholders, diluted
|
|
$
|
0.27
|
|
|
$
|
0.20
|
|
|
$
|
0.22
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
5,762
|
|
|
$
|
4,103
|
|
|
$
|
4,283
|
|
Other comprehensive income/(loss):
|
|
|
|
|
|
|
||||||
Unrealized gains/(losses) on available for sale securities
|
|
(208
|
)
|
|
(348
|
)
|
|
182
|
|
|||
Benefit plan adjustments
|
|
(3,168
|
)
|
|
2,218
|
|
|
(922
|
)
|
|||
Benefit plan reclassification for losses included in net income
|
|
407
|
|
|
—
|
|
|
—
|
|
|||
SERP liability adjustments
|
|
(1,003
|
)
|
|
1,098
|
|
|
(12
|
)
|
|||
Equity in other comprehensive income of unconsolidated joint venture
|
|
—
|
|
|
—
|
|
|
152
|
|
|||
Unrealized interest rate swap losses
|
|
(2,227
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income/(loss) before taxes
|
|
(6,199
|
)
|
|
2,968
|
|
|
(600
|
)
|
|||
(Provision) benefit for income taxes related to other comprehensive loss items
|
|
2,644
|
|
|
(1,183
|
)
|
|
238
|
|
|||
Other comprehensive income/(loss)
|
|
(3,555
|
)
|
|
1,785
|
|
|
(362
|
)
|
|||
Comprehensive income
|
|
2,207
|
|
|
5,888
|
|
|
3,921
|
|
|||
Comprehensive income/(loss) attributable to non-controlling interests
|
|
107
|
|
|
(62
|
)
|
|
(158
|
)
|
|||
Comprehensive income attributable to common stockholders
|
|
$
|
2,100
|
|
|
$
|
5,950
|
|
|
$
|
4,079
|
|
|
Common
Stock Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
Stockholders'
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2011
|
19,975,706
|
|
|
$
|
9,988
|
|
|
$
|
194,273
|
|
|
$
|
(4,756
|
)
|
|
$
|
61,109
|
|
|
$
|
260,614
|
|
|
$
|
39,825
|
|
|
300,439
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|
4,441
|
|
|
(158
|
)
|
|
4,283
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(362
|
)
|
|||||||
Exercise of stock options and related tax benefit of $8
|
13,641
|
|
|
7
|
|
|
363
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
370
|
|
|||||||
Restricted stock issuance
|
179,172
|
|
|
89
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
5,832
|
|
|
—
|
|
|
—
|
|
|
5,832
|
|
|
—
|
|
|
5,832
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(82,654
|
)
|
|
(41
|
)
|
|
(2,262
|
)
|
|
—
|
|
|
—
|
|
|
(2,303
|
)
|
|
—
|
|
|
(2,303
|
)
|
|||||||
Balance, December 31, 2012
|
20,085,865
|
|
|
10,043
|
|
|
198,117
|
|
|
(5,118
|
)
|
|
65,550
|
|
|
268,592
|
|
|
39,667
|
|
|
308,259
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,165
|
|
|
4,165
|
|
|
(62
|
)
|
|
4,103
|
|
|||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
1,785
|
|
|
—
|
|
|
1,785
|
|
|
—
|
|
|
1,785
|
|
|||||||
Exercise of stock options and related tax benefit of $3
|
7,567
|
|
|
4
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
|||||||
Restricted stock issuance
|
391,555
|
|
|
196
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for water purchase
|
251,876
|
|
|
126
|
|
|
9,244
|
|
|
—
|
|
|
—
|
|
|
9,370
|
|
|
—
|
|
|
9,370
|
|
|||||||
Stock compensation
|
|
|
|
|
|
|
1,223
|
|
|
—
|
|
|
—
|
|
|
1,223
|
|
|
—
|
|
|
1,223
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(173,840
|
)
|
|
(87
|
)
|
|
(4,677
|
)
|
|
—
|
|
|
—
|
|
|
(4,764
|
)
|
|
—
|
|
|
(4,764
|
)
|
|||||||
Warrants issued as dividends (3,000,000 warrants)
|
—
|
|
|
—
|
|
|
6,930
|
|
|
—
|
|
|
(6,930
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2013
|
20,563,023
|
|
|
10,282
|
|
|
210,848
|
|
|
(3,333
|
)
|
|
62,785
|
|
|
280,582
|
|
|
39,605
|
|
|
320,187
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,655
|
|
|
5,655
|
|
|
107
|
|
|
5,762
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,555
|
)
|
|
—
|
|
|
(3,555
|
)
|
|
—
|
|
|
(3,555
|
)
|
|||||||
Restricted stock issuance
|
94,014
|
|
|
47
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
|
|
|
|
|
|
2,564
|
|
|
—
|
|
|
—
|
|
|
2,564
|
|
|
—
|
|
|
2,564
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(20,559
|
)
|
|
(11
|
)
|
|
(603
|
)
|
|
(11
|
)
|
|
—
|
|
|
(625
|
)
|
|
—
|
|
|
(625
|
)
|
|||||||
Warrants exercised
|
|
|
|
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2014
|
20,636,478
|
|
|
$
|
10,318
|
|
|
$
|
212,763
|
|
|
$
|
(6,899
|
)
|
|
$
|
68,439
|
|
|
$
|
284,621
|
|
|
$
|
39,712
|
|
|
$
|
324,333
|
|
|
Twelve Months Ended
December 31 |
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
5,762
|
|
|
$
|
4,103
|
|
|
$
|
4,283
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
4,871
|
|
|
4,226
|
|
|
4,954
|
|
|||
Amortization of premium/discount of marketable securities
|
769
|
|
|
879
|
|
|
874
|
|
|||
Equity in earnings
|
(5,294
|
)
|
|
(4,006
|
)
|
|
(2,535
|
)
|
|||
Non-cash retirement plan expense
|
164
|
|
|
865
|
|
|
1,047
|
|
|||
Gain on sale of real estate/assets
|
—
|
|
|
(46
|
)
|
|
(676
|
)
|
|||
Deferred income taxes
|
112
|
|
|
(8
|
)
|
|
1,810
|
|
|||
Stock compensation expense
|
3,534
|
|
|
929
|
|
|
5,440
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
8
|
|
|||
Distribution of earnings from unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
7,200
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables, inventories, prepaids and other assets, net
|
2,291
|
|
|
3,712
|
|
|
(1,761
|
)
|
|||
Current liabilities, net
|
1,009
|
|
|
(1,118
|
)
|
|
(6,552
|
)
|
|||
Net cash provided by operating activities
|
13,218
|
|
|
9,536
|
|
|
14,092
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Maturities and sales of marketable securities
|
20,844
|
|
|
29,779
|
|
|
19,809
|
|
|||
Funds invested in marketable securities
|
(8,525
|
)
|
|
(21,392
|
)
|
|
(16,984
|
)
|
|||
Property and equipment expenditures
|
(24,775
|
)
|
|
(21,558
|
)
|
|
(20,669
|
)
|
|||
Reimbursement of outlet center costs
|
—
|
|
|
512
|
|
|
—
|
|
|||
Reimbursement proceeds from Communities Facilities District
|
—
|
|
|
17,809
|
|
|
—
|
|
|||
Proceeds from sale of real estate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated joint ventures
|
(9,656
|
)
|
|
(3,415
|
)
|
|
(6,154
|
)
|
|||
Purchase of partner interest in TMV LLC
|
(70,000
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution of equity from unconsolidated joint ventures
|
—
|
|
|
1,000
|
|
|
1,512
|
|
|||
Investments in long-term water assets
|
(480
|
)
|
|
(9,635
|
)
|
|
(797
|
)
|
|||
Other
|
—
|
|
|
(711
|
)
|
|
10
|
|
|||
Net cash used in investing activities
|
(92,592
|
)
|
|
(7,611
|
)
|
|
(23,273
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings of line of credit
|
31,050
|
|
|
—
|
|
|
1,500
|
|
|||
Repayments of line of credit
|
(24,200
|
)
|
|
—
|
|
|
(1,500
|
)
|
|||
Borrowings of long-term debt
|
70,000
|
|
|
4,750
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(244
|
)
|
|
(310
|
)
|
|
(39
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
211
|
|
|
370
|
|
|||
Taxes on vested stock grants
|
(625
|
)
|
|
(4,764
|
)
|
|
(2,303
|
)
|
|||
Net cash provided by (used in) financing activities
|
75,981
|
|
|
(113
|
)
|
|
(1,972
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(3,393
|
)
|
|
1,812
|
|
|
(11,153
|
)
|
|||
Cash and cash equivalents at beginning of year
|
9,031
|
|
|
7,219
|
|
|
18,372
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5,638
|
|
|
$
|
9,031
|
|
|
$
|
7,219
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Increase in construction in progress attributable to the reclassification of equity in investment of TMV LLC
|
$
|
44,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued capital expenditures included in current liabilities
|
$
|
1,096
|
|
|
$
|
2,058
|
|
|
$
|
2,293
|
|
Sale of assets accounted as direct finance leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
913
|
|
Taxes paid (net of refunds)
|
$
|
(2,384
|
)
|
|
$
|
15
|
|
|
$
|
4,021
|
|
Common stock issued for water purchase
|
$
|
—
|
|
|
$
|
9,370
|
|
|
$
|
—
|
|
•
|
Real Estate - Commercial/Industrial development
|
•
|
Real Estate - Resort/Residential development
|
•
|
Mineral Resources
|
•
|
Farming
|
•
|
Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Valuation is determined from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
|
•
|
Level 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability.
|
|
|
Twelve Months Ended
December 31 |
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|||
Common stock
|
|
20,595,422
|
|
|
20,190,245
|
|
|
20,043,862
|
|
Common stock equivalents-stock options, grants
|
|
37,033
|
|
|
195,310
|
|
|
75,114
|
|
Diluted shares outstanding
|
|
20,632,455
|
|
|
20,385,555
|
|
|
20,118,976
|
|
($ in thousands)
|
|
|
2014
|
|
2013
|
||||||||||||
Marketable Securities:
|
Fair
Value
Hierarchy
|
|
Cost
|
|
Estimated
Fair
Value
|
|
Cost
|
|
Estimated
Fair
Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
$
|
2,522
|
|
|
$
|
2,492
|
|
|
$
|
1,690
|
|
|
$
|
1,677
|
|
with unrecognized losses for more than 12 months
|
|
|
837
|
|
|
832
|
|
|
110
|
|
|
110
|
|
||||
with unrecognized gains
|
|
|
5,379
|
|
|
5,395
|
|
|
6,298
|
|
|
6,334
|
|
||||
Total Certificates of deposit
|
Level 1
|
|
8,738
|
|
|
8,719
|
|
|
8,098
|
|
|
8,121
|
|
||||
US Treasury and agency notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
1,919
|
|
|
1,910
|
|
|
4,672
|
|
|
4,664
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
702
|
|
|
700
|
|
|
1,699
|
|
|
1,694
|
|
||||
with unrecognized gains
|
|
|
1,182
|
|
|
1,207
|
|
|
3,713
|
|
|
3,760
|
|
||||
Total US Treasury and agency notes
|
Level 2
|
|
3,803
|
|
|
3,817
|
|
|
10,084
|
|
|
10,118
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
3,872
|
|
|
3,841
|
|
|
7,270
|
|
|
7,192
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
4,423
|
|
|
4,405
|
|
|
530
|
|
|
523
|
|
||||
with unrecognized gains
|
|
|
16,897
|
|
|
16,963
|
|
|
21,945
|
|
|
22,173
|
|
||||
Total Corporate notes
|
Level 2
|
|
25,192
|
|
|
25,209
|
|
|
29,745
|
|
|
29,888
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
739
|
|
|
733
|
|
|
1,688
|
|
|
1,677
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
457
|
|
|
456
|
|
|
318
|
|
|
316
|
|
||||
with unrecognized gains
|
|
|
3,183
|
|
|
3,206
|
|
|
5,267
|
|
|
5,316
|
|
||||
Total Municipal notes
|
Level 2
|
|
4,379
|
|
|
4,395
|
|
|
7,273
|
|
|
7,309
|
|
||||
|
|
|
$
|
42,112
|
|
|
$
|
42,140
|
|
|
$
|
55,200
|
|
|
$
|
55,436
|
|
At December 31, 2014
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
4,213
|
|
|
$
|
1,501
|
|
|
$
|
831
|
|
|
$
|
2,149
|
|
|
$
|
8,694
|
|
U.S. Treasury and agency notes
|
1,176
|
|
|
600
|
|
|
1,209
|
|
|
879
|
|
|
3,864
|
|
|||||
Corporate notes
|
9,588
|
|
|
6,704
|
|
|
6,498
|
|
|
1,625
|
|
|
24,415
|
|
|||||
Municipal notes
|
2,105
|
|
|
1,235
|
|
|
790
|
|
|
125
|
|
|
4,255
|
|
|||||
|
$
|
17,082
|
|
|
$
|
10,040
|
|
|
$
|
9,328
|
|
|
$
|
4,778
|
|
|
$
|
41,228
|
|
At December 31, 2013
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
1,627
|
|
|
$
|
4,213
|
|
|
$
|
1,501
|
|
|
$
|
681
|
|
|
$
|
8,022
|
|
U.S. Treasury and agency notes
|
5,485
|
|
|
3,336
|
|
|
600
|
|
|
692
|
|
|
10,113
|
|
|||||
Corporate notes
|
6,729
|
|
|
10,037
|
|
|
6,704
|
|
|
5,174
|
|
|
28,644
|
|
|||||
Municipal notes
|
3,325
|
|
|
2,205
|
|
|
1,235
|
|
|
295
|
|
|
7,060
|
|
|||||
|
$
|
17,166
|
|
|
$
|
19,791
|
|
|
$
|
10,040
|
|
|
$
|
6,842
|
|
|
$
|
53,839
|
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Farming inventories
|
|
$
|
3,844
|
|
|
$
|
3,334
|
|
Other
|
|
254
|
|
|
176
|
|
||
|
|
$
|
4,098
|
|
|
$
|
3,510
|
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Land and land improvements
|
|
$
|
16,765
|
|
|
$
|
16,439
|
|
Buildings and improvements
|
|
13,300
|
|
|
13,346
|
|
||
Machinery, water pipelines, furniture fixtures and other equipment
|
|
16,876
|
|
|
15,885
|
|
||
Vineyards and orchards
|
|
46,674
|
|
|
37,752
|
|
||
Development in process
|
|
237,777
|
|
|
108,500
|
|
||
|
|
331,392
|
|
|
191,922
|
|
||
Less accumulated depreciation
|
|
(48,418
|
)
|
|
(45,380
|
)
|
||
|
|
$
|
282,974
|
|
|
$
|
146,542
|
|
(in acre feet, unaudited)
|
December 31, 2014
|
|
December 31, 2013
|
||
Banked water and water for future delivery
|
|
|
|
||
AVEK water bank
|
13,033
|
|
|
12,280
|
|
Company water bank
|
8,700
|
|
|
8,818
|
|
AVEK water for future delivery
|
2,362
|
|
|
2,362
|
|
Total Company and AVEK banked water
|
24,095
|
|
|
23,460
|
|
Transferable water *
|
15,229
|
|
|
14,786
|
|
Water Contracts
|
10,137
|
|
|
10,137
|
|
Total purchased water - third parties
|
49,461
|
|
|
48,383
|
|
WRMWSD - Contracts with Company
|
15,547
|
|
|
15,547
|
|
TCWD - Contracts with Company
|
5,749
|
|
|
5,479
|
|
TCWD - Banked water contracted to Company
|
38,401
|
|
|
42,685
|
|
Total purchased and contracted water sources in acre feet
|
109,158
|
|
|
112,094
|
|
|
|
|
|
($ in thousands)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Banked water and water for future delivery
|
$
|
4,779
|
|
|
$
|
4,779
|
|
Transferable water
|
9,309
|
|
|
8,988
|
|
||
Water Contracts (net of accumulated amortization of $4,188 and $2,837 at December 31, 2014 and December 2013, respectively)
|
32,612
|
|
|
33,804
|
|
||
Total long-term assets
|
46,700
|
|
|
47,571
|
|
||
less: Current portion
|
(1,351
|
)
|
|
(817
|
)
|
||
|
$
|
45,349
|
|
|
$
|
46,754
|
|
|
|
|
|
($ in thousands)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Pension liability (See Note 15)
|
$
|
3,079
|
|
|
$
|
693
|
|
Interest rate swap liability (See Note 10)
|
2,227
|
|
|
—
|
|
||
Supplemental executive retirement plan liability (See Note 15)
|
7,431
|
|
|
6,131
|
|
||
Other
|
—
|
|
|
387
|
|
||
Share-based awards liability (See Note 11)
|
1,065
|
|
|
—
|
|
||
|
$
|
13,802
|
|
|
$
|
7,211
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Pay Rate
|
|
Fair Value as of 12/31/2014
|
|
Notional Amount as of 12/31/2014
|
October 15, 2014
|
|
October 5, 2024
|
|
Level 2
|
|
4.11%
|
|
$(2,227)
|
|
$70,000
|
|
December 31
2014 |
|
December 31
2013 |
|
December 31
2012 |
|||
Stock Grants Outstanding Beginning of the Year at Target Achievement
|
265,701
|
|
|
688,041
|
|
|
744,508
|
|
New Stock Grants/Additional shares due to maximum achievement
|
165,996
|
|
|
192,348
|
|
|
113,643
|
|
Vested Grants
|
(41,694
|
)
|
|
(361,886
|
)
|
|
(170,110
|
)
|
Expired/Forfeited Grants
|
(152,958
|
)
|
|
(252,802
|
)
|
|
—
|
|
Stock Grants Outstanding December 31, 2014 at Target Achievement
|
237,045
|
|
|
265,701
|
|
|
688,041
|
|
Employee 1998 Plan:
|
|
December 31
2014 |
|
December 31
2013 |
|
December 31
2012 |
||||||
Expensed
|
|
$
|
2,645,000
|
|
|
$
|
161,000
|
|
|
$
|
5,054,000
|
|
Capitalized
|
|
95,000
|
|
|
294,000
|
|
|
392,000
|
|
|||
|
|
2,740,000
|
|
|
455,000
|
|
|
5,446,000
|
|
|||
NDSI Plan
|
|
889,000
|
|
|
768,000
|
|
|
386,000
|
|
|||
|
|
$
|
3,629,000
|
|
|
$
|
1,223,000
|
|
|
$
|
5,832,000
|
|
($ in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total provision:
|
|
$
|
2,697
|
|
|
$
|
2,086
|
|
|
$
|
2,723
|
|
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
2,289
|
|
|
(2,459
|
)
|
|
903
|
|
||
Deferred
|
|
(313
|
)
|
|
4,097
|
|
|
1,092
|
|
|||
|
|
1,976
|
|
|
1,638
|
|
|
1,995
|
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
603
|
|
|
231
|
|
|
67
|
|
|||
Deferred
|
|
118
|
|
|
217
|
|
|
661
|
|
|||
|
|
721
|
|
|
448
|
|
|
728
|
|
|||
|
|
$
|
2,697
|
|
|
$
|
2,086
|
|
|
$
|
2,723
|
|
($ in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax at statutory rate
|
|
$
|
2,912
|
|
|
$
|
2,139
|
|
|
$
|
2,382
|
|
State income taxes, net of Federal benefit
|
|
452
|
|
|
307
|
|
|
472
|
|
|||
Oil and mineral depletion
|
|
(385
|
)
|
|
(450
|
)
|
|
(620
|
)
|
|||
Valuation allowance - land contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(282
|
)
|
|
90
|
|
|
489
|
|
|||
Total provision
|
|
$
|
2,697
|
|
|
$
|
2,086
|
|
|
$
|
2,723
|
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses
|
|
$
|
608
|
|
|
$
|
600
|
|
Deferred revenues
|
|
498
|
|
|
371
|
|
||
Capitalization of costs
|
|
2,746
|
|
|
2,151
|
|
||
Pension adjustment
|
|
4,502
|
|
|
2,923
|
|
||
Stock grant expense
|
|
2,936
|
|
|
2,660
|
|
||
State deferred taxes
|
|
200
|
|
|
2
|
|
||
Book deferred gains
|
|
1,711
|
|
|
1,416
|
|
||
Joint venture allocations
|
|
587
|
|
|
—
|
|
||
Provision for additional capitalized costs
|
|
1,003
|
|
|
1,003
|
|
||
Interest rate swap
|
|
954
|
|
|
—
|
|
||
Other
|
|
3
|
|
|
1,208
|
|
||
Total deferred income tax assets
|
|
$
|
15,748
|
|
|
$
|
12,334
|
|
Deferred income tax liabilities:
|
|
|
|
|
||||
Deferred gains
|
|
$
|
1,390
|
|
|
$
|
1,390
|
|
Depreciation
|
|
4,228
|
|
|
3,495
|
|
||
Cost of sales allocations
|
|
1,252
|
|
|
1,252
|
|
||
Joint venture allocations
|
|
2,456
|
|
|
2,001
|
|
||
Straight line rent
|
|
947
|
|
|
1,006
|
|
||
Prepaid expenses
|
|
191
|
|
|
406
|
|
||
State deferred taxes
|
|
501
|
|
|
444
|
|
||
Other
|
|
207
|
|
|
296
|
|
||
Total deferred income tax liabilities
|
|
$
|
11,172
|
|
|
$
|
10,290
|
|
Net deferred income tax asset
|
|
$
|
4,576
|
|
|
$
|
2,044
|
|
Allowance for deferred tax assets
|
|
—
|
|
|
—
|
|
||
Net deferred taxes
|
|
$
|
4,576
|
|
|
$
|
2,044
|
|
Buildings and Improvements
|
||||
Cost
|
|
$
|
7,942,000
|
|
Accumulated Depreciation
|
|
$
|
4,598,000
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Base rent
|
|
$
|
4,934,000
|
|
|
$
|
4,929,000
|
|
|
$
|
4,861,000
|
|
Percentage rent
|
|
$
|
422,000
|
|
|
$
|
1,213,000
|
|
|
$
|
707,000
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||
$
|
5,115
|
|
|
$
|
5,074
|
|
|
$
|
5,121
|
|
|
$
|
4,953
|
|
|
$
|
4,925
|
|
|
$
|
51,430
|
|
(1)
|
Groundwater plume of chlorinated hydrocarbon compounds.
This order directs the Company’s former tenant Lafarge Corporation, or Lafarge, the current tenant National, and the Company to, among other things, clean up groundwater contamination on the leased property. In 2003, Lafarge and National installed a groundwater pump-and-treat system to clean up the groundwater. The Company is advised that Lafarge and National continue to operate the cleanup system and will continue to do so over the near-term.
|
(2)
|
Cement kiln dust.
National and Lafarge have consolidated, closed and capped cement kiln dust piles located on land leased from the Company. An order of the RWQCB directs National, Lafarge and the Company to maintain and monitor the effectiveness of the cap. Maintenance of the cap and groundwater monitoring remain as on-going activities.
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Change in benefit obligation - Pension
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
9,326
|
|
|
$
|
10,215
|
|
Service cost
|
|
248
|
|
|
359
|
|
||
Interest cost
|
|
392
|
|
|
402
|
|
||
Actuarial gain/assumption changes
|
|
2,804
|
|
|
(1,379
|
)
|
||
Benefits paid
|
|
(1,719
|
)
|
|
(271
|
)
|
||
Benefit obligation at end of year
|
|
$
|
11,051
|
|
|
$
|
9,326
|
|
Accumulated benefit obligation at end of year
|
|
$
|
9,473
|
|
|
$
|
8,427
|
|
Change in Plan Assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
8,633
|
|
|
$
|
6,799
|
|
Actual return on plan assets
|
|
407
|
|
|
1,105
|
|
||
Employer contribution
|
|
650
|
|
|
1,000
|
|
||
Benefits/expenses paid
|
|
(1,718
|
)
|
|
(271
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
7,972
|
|
|
$
|
8,633
|
|
Funded status - liability
|
|
$
|
(3,079
|
)
|
|
$
|
(693
|
)
|
|
|
|
|
|
||||
Amounts recorded in equity
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
4,453
|
|
|
$
|
1,961
|
|
Prior service cost
|
|
(119
|
)
|
|
(148
|
)
|
||
Total amount recorded
|
|
$
|
4,334
|
|
|
$
|
1,813
|
|
Amount recorded, net taxes
|
|
$
|
2,600
|
|
|
$
|
1,088
|
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Net (gain)/loss
|
|
$
|
2,973
|
|
|
$
|
(1,867
|
)
|
Recognition of net actuarial gain or (loss)
|
|
(481
|
)
|
|
(282
|
)
|
||
Recognized prior service cost
|
|
29
|
|
|
28
|
|
||
Total changes
|
|
$
|
2,521
|
|
|
$
|
(2,121
|
)
|
Changes, net of taxes
|
|
$
|
1,511
|
|
|
$
|
(1,271
|
)
|
($ in thousands)
|
|
||
Amortization net actuarial gain or (loss)
|
$
|
312
|
|
Amortization prior service cost
|
$
|
(29
|
)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 - 2022
|
||||||||||||
$
|
175
|
|
|
$
|
197
|
|
|
$
|
288
|
|
|
$
|
338
|
|
|
$
|
358
|
|
|
$
|
2,121
|
|
($ in thousands)
|
|
Fair Value
Hierarchy
|
|
2014
|
|
2013
|
||||
Pension Plan Assets:
|
|
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
Level 1
|
|
$
|
858
|
|
|
$
|
1,336
|
|
Collective Funds
|
|
Level 2
|
|
3,575
|
|
|
3,851
|
|
||
Treasury/Corporate Notes
|
|
Level 2
|
|
1,372
|
|
|
1,357
|
|
||
Corporate Equities
|
|
Level 1
|
|
2,167
|
|
|
2,089
|
|
||
|
|
|
|
$
|
7,972
|
|
|
$
|
8,633
|
|
($ in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cost components:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
(248
|
)
|
|
$
|
(359
|
)
|
|
$
|
(284
|
)
|
Interest cost
|
|
(392
|
)
|
|
(402
|
)
|
|
(375
|
)
|
|||
Expected return on plan assets
|
|
576
|
|
|
542
|
|
|
454
|
|
|||
Net amortization and deferral
|
|
(452
|
)
|
|
(253
|
)
|
|
(190
|
)
|
|||
Total net periodic pension cost
|
|
$
|
(516
|
)
|
|
$
|
(472
|
)
|
|
$
|
(395
|
)
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Change in benefit obligation - SERP
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
6,131
|
|
|
$
|
6,507
|
|
Service cost
|
|
26
|
|
|
318
|
|
||
Interest cost
|
|
258
|
|
|
219
|
|
||
Actuarial gain/assumption changes
|
|
1,399
|
|
|
(913
|
)
|
||
Benefits paid
|
|
$
|
(383
|
)
|
|
$
|
—
|
|
Benefit obligation at end of year
|
|
$
|
7,431
|
|
|
$
|
6,131
|
|
Accumulated benefit obligation at end of year
|
|
$
|
6,937
|
|
|
$
|
6,099
|
|
Funded status - liability
|
|
$
|
(7,431
|
)
|
|
$
|
(6,131
|
)
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Amounts recorded in stockholders’ equity
|
|
|
|
|
||||
Net actuarial (gain)
|
|
$
|
2,072
|
|
|
$
|
696
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
||
Total amount recorded
|
|
$
|
2,072
|
|
|
$
|
696
|
|
Amount recorded, net taxes
|
|
$
|
1,243
|
|
|
$
|
418
|
|
($ in thousands)
|
|
2014
|
|
2013
|
||||
Net (gain) loss
|
|
$
|
1,399
|
|
|
$
|
(745
|
)
|
Recognition of net actuarial gain or (loss)
|
|
(23
|
)
|
|
(229
|
)
|
||
Total changes
|
|
$
|
1,376
|
|
|
$
|
(974
|
)
|
Changes, net of taxes
|
|
$
|
826
|
|
|
$
|
(584
|
)
|
Amortization net actuarial gain or (loss)
|
$
|
337
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 - 2022
|
||||||||||||
$
|
438
|
|
|
$
|
434
|
|
|
$
|
448
|
|
|
$
|
444
|
|
|
$
|
440
|
|
|
$
|
2,116
|
|
($ in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cost components:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
26
|
|
|
$
|
318
|
|
|
$
|
525
|
|
Interest cost
|
|
258
|
|
|
219
|
|
|
208
|
|
|||
Net amortization and deferral
|
|
23
|
|
|
229
|
|
|
287
|
|
|||
Total net periodic pension cost
|
|
$
|
307
|
|
|
$
|
766
|
|
|
$
|
1,020
|
|
($ in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Real estate—commercial/industrial
|
|
$
|
16,708
|
|
|
$
|
15,213
|
|
|
$
|
12,518
|
|
Real estate—resort/residential
|
|
148
|
|
|
279
|
|
|
(42
|
)
|
|||
Mineral resources (1)
|
|
16,255
|
|
|
10,242
|
|
|
14,012
|
|
|||
Farming
|
|
23,435
|
|
|
23,610
|
|
|
23,136
|
|
|||
Segment revenues
|
|
56,546
|
|
|
49,344
|
|
|
49,624
|
|
|||
Investment income
|
|
696
|
|
|
941
|
|
|
1,242
|
|
|||
Other income
|
|
343
|
|
|
66
|
|
|
113
|
|
|||
Total revenues and other income
|
|
$
|
57,585
|
|
|
$
|
50,351
|
|
|
$
|
50,979
|
|
Segment Profits (Losses)
|
|
|
|
|
|
|
||||||
Real estate—commercial/industrial
|
|
$
|
3,504
|
|
|
$
|
2,311
|
|
|
$
|
247
|
|
Real estate—resort/residential
|
|
(2,460
|
)
|
|
(1,952
|
)
|
|
(3,739
|
)
|
|||
Mineral resources (1)
|
|
9,837
|
|
|
8,965
|
|
|
12,970
|
|
|||
Farming
|
|
7,185
|
|
|
7,684
|
|
|
8,749
|
|
|||
Segment profits (2)
|
|
18,066
|
|
|
17,008
|
|
|
18,227
|
|
|||
Investment income
|
|
696
|
|
|
941
|
|
|
1,242
|
|
|||
Other income
|
|
343
|
|
|
66
|
|
|
113
|
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Corporate expenses
|
|
(10,646
|
)
|
|
(11,826
|
)
|
|
(12,564
|
)
|
|||
Income from operations before income taxes
|
|
$
|
8,459
|
|
|
$
|
6,189
|
|
|
$
|
7,006
|
|
($ in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Commercial leases and related fees
|
$
|
6,156
|
|
|
$
|
6,799
|
|
|
$
|
6,095
|
|
Grazing leases
|
1,155
|
|
|
1,433
|
|
|
1,331
|
|
|||
Land sale
|
508
|
|
|
—
|
|
|
648
|
|
|||
All other land management ancillary services
|
3,560
|
|
|
2,916
|
|
|
1,867
|
|
|||
|
11,379
|
|
|
11,148
|
|
|
9,941
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
5,329
|
|
|
4,065
|
|
|
2,577
|
|
|||
Revenues and equity in earnings of unconsolidated joint ventures
|
$
|
16,708
|
|
|
$
|
15,213
|
|
|
$
|
12,518
|
|
($ in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Management fees
|
180
|
|
|
312
|
|
|
—
|
|
|||
Other
|
3
|
|
|
26
|
|
|
—
|
|
|||
|
183
|
|
|
338
|
|
|
—
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
(35
|
)
|
|
(59
|
)
|
|
(42
|
)
|
|||
Revenues and equity in earnings of unconsolidated joint ventures
|
$
|
148
|
|
|
$
|
279
|
|
|
$
|
(42
|
)
|
($ in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Oil and gas
|
|
$
|
6,096
|
|
|
$
|
7,810
|
|
|
$
|
11,075
|
|
Rock aggregate
|
|
1,216
|
|
|
964
|
|
|
920
|
|
|||
Cement
|
|
1,043
|
|
|
819
|
|
|
758
|
|
|||
Land lease for oil exploration
|
|
198
|
|
|
648
|
|
|
1,257
|
|
|||
Water sales
|
|
7,702
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
1
|
|
|
2
|
|
|||
|
|
$
|
16,255
|
|
|
$
|
10,242
|
|
|
$
|
14,012
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Almonds
|
|
$
|
10,036
|
|
|
$
|
10,857
|
|
|
$
|
8,898
|
|
Pistachios
|
|
7,585
|
|
|
7,537
|
|
|
8,644
|
|
|||
Wine grapes
|
|
3,978
|
|
|
4,094
|
|
|
5,136
|
|
|||
Hay
|
|
1,361
|
|
|
928
|
|
|
583
|
|
|||
Total crop proceeds
|
|
22,960
|
|
|
23,416
|
|
|
23,261
|
|
|||
Other farming revenues
|
|
475
|
|
|
194
|
|
|
(125
|
)
|
|||
Total farming revenues
|
|
$
|
23,435
|
|
|
$
|
23,610
|
|
|
$
|
23,136
|
|
($ in thousands)
|
|
Identifiable
Assets
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||
2014
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
80,646
|
|
|
$
|
1,098
|
|
|
$
|
8,952
|
|
Real estate - resort/residential
|
|
199,528
|
|
|
76
|
|
|
10,214
|
|
|||
Mineral resources
|
|
47,434
|
|
|
1,351
|
|
|
—
|
|
|||
Farming
|
|
34,464
|
|
|
1,633
|
|
|
4,701
|
|
|||
Corporate
|
|
70,043
|
|
|
713
|
|
|
908
|
|
|||
Total
|
|
$
|
432,115
|
|
|
$
|
4,871
|
|
|
$
|
24,775
|
|
2013
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
58,390
|
|
|
$
|
1,205
|
|
|
$
|
12,296
|
|
Real estate - resort/residential
|
|
124,568
|
|
|
78
|
|
|
2,957
|
|
|||
Mineral resources
|
|
1,063
|
|
|
—
|
|
|
—
|
|
|||
Farming
|
|
31,925
|
|
|
1,465
|
|
|
5,733
|
|
|||
Corporate
|
|
126,933
|
|
|
1,478
|
|
|
572
|
|
|||
Total
|
|
$
|
342,879
|
|
|
$
|
4,226
|
|
|
$
|
21,558
|
|
2012
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
57,151
|
|
|
$
|
1,852
|
|
|
$
|
11,672
|
|
Real estate - resort/residential
|
|
118,627
|
|
|
77
|
|
|
4,479
|
|
|||
Mineral resources
|
|
1,449
|
|
|
—
|
|
|
—
|
|
|||
Farming
|
|
29,538
|
|
|
1,587
|
|
|
3,379
|
|
|||
Corporate
|
|
121,091
|
|
|
1,438
|
|
|
1,139
|
|
|||
Total
|
|
$
|
327,856
|
|
|
$
|
4,954
|
|
|
$
|
20,669
|
|
•
|
Petro Travel Plaza Holdings LLC – TA/Petro is an unconsolidated joint venture with TravelCenters of America, LLC for the development and management of travel plazas and convenience stores. The Company has
50%
voting rights and shares
60%
of profit and losses in this joint venture. It houses multiple commercial eating establishments as well as diesel and gasoline operations in TRCC. The Company does not control the investment due to its having only
50%
voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision making authority regarding key business components such as fuel inventory and pricing at the facility. At
December 31, 2014
, the Company had an equity investment balance of
$16,448,000
in this joint venture.
|
•
|
Rockefeller Joint Ventures – The Company has multiple joint ventures with Rockefeller Group Development Corporation or Rockefeller.
Two
joint ventures are for the development of buildings on approximately
91
acres and are part of an agreement for the potential development of up to
500
acres of land in TRCC including pursuing Foreign Trade Zone, or FTZ, designation and development of the property within the FTZ for warehouse distribution and light manufacturing. The Company owns a
50%
interest in each of the joint ventures. Currently the Five West Parcel LLC joint venture owns and leases a
606,000
square foot building. The Five-West Parcel joint venture currently has an outstanding loan with a balance of
$11,000,000
. The note has been extended to
May 2016
tied to the one-year lease extension of Dollar General
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC is a joint venture with Pardee Homes (owned by TRI Pointe Homes), Lewis Investment Company, and Standard Pacific Corp. that was organized to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Company Agreement of Centennial Founders, LLC and the change in control and funding that resulted from the amended agreement, Centennial Founders, LLC qualified as a VIE, beginning in the third quarter of 2009 and the Company was determined to be the primary beneficiary. As a result, Centennial Founders, LLC has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. At
December 31, 2014
the Company had a
74.05%
ownership position in Centennial Founders, LLC.
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||
($ in thousands)
|
Petro Travel
Plaza
Holdings
|
|
Five West Parcel
|
|
18-19 West LLC
|
|
TRCC/Rock Outlet Center
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Current assets
|
$
|
18,960
|
|
|
$
|
3,834
|
|
|
$
|
5
|
|
|
$
|
2,302
|
|
|
$
|
25,101
|
|
|
$
|
651
|
|
Property and equipment, net
|
48,011
|
|
|
14,869
|
|
|
4,617
|
|
|
66,112
|
|
|
133,609
|
|
|
77,373
|
|
||||||
Other assets
|
181
|
|
|
67
|
|
|
—
|
|
|
19,624
|
|
|
19,872
|
|
|
|
|
||||||
Long-term debt
|
(15,808
|
)
|
|
(11,000
|
)
|
|
—
|
|
|
(45,449
|
)
|
|
(72,257
|
)
|
|
|
|
||||||
Other liabilities
|
(3,263
|
)
|
|
(440
|
)
|
|
(2
|
)
|
|
(4,616
|
)
|
|
(8,321
|
)
|
|
(158
|
)
|
||||||
Net assets
|
$
|
48,081
|
|
|
$
|
7,330
|
|
|
$
|
4,620
|
|
|
$
|
37,973
|
|
|
$
|
98,004
|
|
|
$
|
77,866
|
|
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||||||
($ in thousands)
|
|
Petro Travel
Plaza
Holdings
|
|
Five
West
Parcel
|
|
18-19
West |
|
TRCC/Rock Outlet Center
|
|
Tejon Mountain Village
|
|
Total
|
|
Centennial
|
||||||||||||||
Revenues
|
|
$
|
125,804
|
|
|
$
|
3,368
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,233
|
|
|
$
|
935
|
|
Net income (loss)
|
|
$
|
6,154
|
|
|
$
|
26
|
|
|
$
|
55
|
|
|
$
|
(470
|
)
|
|
$
|
(119
|
)
|
|
$
|
5,646
|
|
|
$
|
(223
|
)
|
Partner’s share of net income (loss)
|
|
$
|
2,462
|
|
|
$
|
13
|
|
|
$
|
28
|
|
|
$
|
(235
|
)
|
|
$
|
(60
|
)
|
|
$
|
2,208
|
|
|
$
|
(62
|
)
|
Equity in earnings (losses)
|
|
$
|
3,925
|
|
|
$
|
13
|
|
|
$
|
27
|
|
|
$
|
100
|
|
|
$
|
(59
|
)
|
|
$
|
4,006
|
|
|
$
|
—
|
|
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||||||
($ in thousands)
|
|
Petro Travel
Plaza
Holdings
|
|
Five
West
Parcel
|
|
18-19
West |
|
TRCC/Rock Outlet Center
|
|
Tejon Mountain Village
|
|
Total
|
|
Centennial
|
||||||||||||||
Current assets
|
|
$
|
14,832
|
|
|
$
|
813
|
|
|
$
|
10
|
|
|
$
|
2,428
|
|
|
$
|
—
|
|
|
$
|
18,083
|
|
|
$
|
86
|
|
Property and equipment, net
|
|
43,950
|
|
|
16,980
|
|
|
4,514
|
|
|
24,633
|
|
|
99,690
|
|
|
189,767
|
|
|
74,968
|
|
|||||||
Other assets
|
|
208
|
|
|
438
|
|
|
—
|
|
|
2,161
|
|
|
—
|
|
|
2,807
|
|
|
—
|
|
|||||||
Long-term debt
|
|
(16,602
|
)
|
|
(11,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,602
|
)
|
|
—
|
|
|||||||
Other liabilities
|
|
(2,536
|
)
|
|
(343
|
)
|
|
—
|
|
|
(8,577
|
)
|
|
(168
|
)
|
|
(11,624
|
)
|
|
(204
|
)
|
|||||||
Net assets
|
|
$
|
39,852
|
|
|
$
|
6,888
|
|
|
$
|
4,524
|
|
|
$
|
20,645
|
|
|
$
|
99,522
|
|
|
$
|
171,431
|
|
|
$
|
74,850
|
|
($ in thousands, except per share)
|
|
Total
Revenue
(1)
|
|
Segment
Profit
(Loss)
|
|
Net Income
(Loss)
attributable
to Common
Stockholders
|
|
Net
Income(Loss),
Per Share
attributable to
Common
Stockholders
(2)
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
14,760
|
|
|
$
|
4,095
|
|
|
$
|
1,113
|
|
|
$
|
0.05
|
|
Second Quarter
|
|
8,526
|
|
|
2,244
|
|
|
874
|
|
|
$
|
0.04
|
|
|||
Third Quarter
|
|
14,056
|
|
|
3,319
|
|
|
1,752
|
|
|
$
|
0.09
|
|
|||
Fourth Quarter
|
|
14,949
|
|
|
3,114
|
|
|
1,916
|
|
|
$
|
0.09
|
|
|||
|
|
$
|
52,291
|
|
|
$
|
12,772
|
|
|
$
|
5,655
|
|
|
|
||
2013
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
10,038
|
|
|
$
|
3,921
|
|
|
$
|
615
|
|
|
$
|
0.04
|
|
Second Quarter
|
|
7,727
|
|
|
1,825
|
|
|
2,084
|
|
|
$
|
0.10
|
|
|||
Third Quarter
|
|
15,364
|
|
|
4,658
|
|
|
2,292
|
|
|
$
|
0.11
|
|
|||
Fourth Quarter
|
|
13,216
|
|
|
3,413
|
|
|
(826
|
)
|
|
$
|
(0.04
|
)
|
|||
|
|
$
|
46,345
|
|
|
$
|
13,817
|
|
|
$
|
4,165
|
|
|
|
a.
|
Tejon Ranchcorp, 100% owned by Registrant.
|
b.
|
Laval Agricultural Company, formerly Tejon Farming Company.
|
c.
|
Tejon Ranch Feedlot, Inc.
|
d.
|
White Wolf Corporation.
|
e.
|
Tejon Development Corporation.
|
f.
|
Tejon Industrial Corp.
|
g.
|
RSF 6051 LLC, a Delaware limited liability company.
|
h.
|
Tejon Energy LLC.
|
i.
|
NHSE CA Thrashers LLC.
|
j.
|
Centennial Founders LLC, Delaware limited liability company, 74% owned by Tejon Ranchcorp.
|
k.
|
High Desert Hunt Club LLC.
|
l.
|
Tejon Hounds, LLC.
|
m.
|
Tejon Mountain Village, LLC.
|
n.
|
Tejon Ranch Wine Company, LLC.
|
o.
|
TRCC - West One, LLC.
|
(1)
|
Registration Statement (Form S-8 No. 333-152804) pertaining to the Tejon Ranch Co. Amended and Restated 1998 Stock Incentive Plan;
|
(2)
|
Registration Statement (Form S-8 No. 333-68869) pertaining to the Tejon Ranch Co. 1998 Stock Incentive Plan and Non-Employee Director Stock Incentive Plan;
|
(3)
|
Registration Statement (Form S-8 No. 333-70128) pertaining to the Tejon Ranch Co. 1998 Stock Incentive Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-113887) pertaining to the Tejon Ranch Nonqualified Deferred Compensation Plan;
|
(5)
|
Registration Statement (Form S-3 No. 333-115946) and related Prospectus;
|
(6)
|
Registration Statement (Form S-3 No. 333-130482) and related Prospectus;
|
(7)
|
Registration Statement (Form S-3 No. 333-166167) and related Prospectus;
|
(8)
|
Registration Statement (Form S-3 No. 333-184367) and related Prospectus; and
|
(9)
|
Registration Statement (Form S-3 No. 333-192824) and related Prospectus;
|
(1)
|
Registration Statement (Form S-8 No. 333-152804) pertaining to the Tejon Ranch Co. Amended and Restated 1998 Stock Incentive Plan;
|
(2)
|
Registration Statement (Form S-8 No. 333-68869) pertaining to the Tejon Ranch Co. 1998 Stock Incentive Plan and Non-Employee Director Stock Incentive Plan;
|
(3)
|
Registration Statement (Form S-8 No. 333-70128) pertaining to the Tejon Ranch Co. 1998 Stock Incentive Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-113887) pertaining to the Tejon Ranch Nonqualified Deferred Compensation Plan;
|
(5)
|
Registration Statement (Form S-3 No. 333-115946) and related Prospectus;
|
(6)
|
Registration Statement (Form S-3 No. 333-130482) and related Prospectus;
|
(7)
|
Registration Statement (Form S-3 No. 333-166167) and related Prospectus;
|
(8)
|
Registration Statement (Form S-3 No. 333-184367) and related Prospectus; and
|
(9)
|
Registration Statement (Form S-3 No. 333-192824) and related Prospectus;
|
1.
|
I have reviewed this annual report on Form 10-K of Tejon Ranch Co.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
March 16, 2015
|
/s/ Gregory S. Bielli
|
|
|
|
|
Gregory S. Bielli
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tejon Ranch Co.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
March 16, 2015
|
/s/ Allen E. Lyda
|
|
|
|
|
Allen E. Lyda
|
|
|
|
Chief Financial Officer
|
•
|
The Annual Report of the Company on Form 10-K for the period ended
December 31, 2014
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
•
|
The information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
Dated:
|
March 16, 2015
|
|
|
|
|
/s/ Gregory S. Bielli
|
|
|
Gregory S. Bielli
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Allen E. Lyda
|
|
|
Allen E. Lyda
|
|
|
Chief Financial Officer
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
16,669
|
|
|
$
|
11,178
|
|
Inventories
|
|
2,111
|
|
|
2,360
|
|
||
Due from affiliate
|
|
—
|
|
|
1,143
|
|
||
Other current assets
|
|
180
|
|
|
151
|
|
||
Total current assets
|
|
18,960
|
|
|
14,832
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
48,011
|
|
|
43,950
|
|
||
Other noncurrent assets, net
|
|
181
|
|
|
208
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
67,152
|
|
|
$
|
58,990
|
|
|
|
|
|
|
||||
Liabilities and Members’ Capital
|
|
|
||||||
Current liabilities:
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
794
|
|
|
$
|
755
|
|
Due to affiliate
|
|
434
|
|
|
|
|||
Accrued expenses and other current liabilities
|
|
1,874
|
|
|
1,628
|
|
||
Total current liabilities
|
|
3,102
|
|
|
2,383
|
|
||
|
|
|
|
|
||||
Long-term debt, excluding current portion
|
|
15,808
|
|
|
16,602
|
|
||
Other noncurrent liabilities
|
|
161
|
|
|
153
|
|
||
|
|
|
|
|
||||
Total liabilities
|
|
19,071
|
|
|
19,138
|
|
||
|
|
|
|
|
||||
Members’ capital
|
|
48,081
|
|
|
39,852
|
|
||
|
|
|
|
|
||||
Total liabilities and members’ capital
|
|
$
|
67,152
|
|
|
$
|
58,990
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Fuel
|
|
$
|
98,039
|
|
|
$
|
102,209
|
|
|
$
|
111,342
|
|
Nonfuel
|
|
24,545
|
|
|
23,595
|
|
|
22,620
|
|
|||
Total revenues
|
|
122,584
|
|
|
125,804
|
|
|
133,962
|
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales:
|
|
|
|
|
|
|
||||||
Fuel
|
|
86,130
|
|
|
92,705
|
|
|
102,206
|
|
|||
Nonfuel
|
|
10,435
|
|
|
10,061
|
|
|
9,688
|
|
|||
Total cost of sales (excluding depreciation)
|
|
96,565
|
|
|
102,766
|
|
|
111,894
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
15,640
|
|
|
14,767
|
|
|
14,539
|
|
|||
Depreciation and amortization expense
|
|
1,678
|
|
|
1,564
|
|
|
1,482
|
|
|||
|
|
|
|
|
|
|
||||||
Total costs and expenses
|
|
113,883
|
|
|
119,097
|
|
|
127,915
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
8,701
|
|
|
6,707
|
|
|
6,047
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
472
|
|
|
553
|
|
|
803
|
|
|||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
8,229
|
|
|
$
|
6,154
|
|
|
$
|
5,244
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Change in accumulated unrealized loss on cash flow hedging derivative
|
|
—
|
|
|
—
|
|
|
254
|
|
|||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
254
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
$
|
8,229
|
|
|
$
|
6,154
|
|
|
$
|
5,498
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
8,229
|
|
|
$
|
6,154
|
|
|
$
|
5,244
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,678
|
|
|
1,564
|
|
|
1,482
|
|
|||
Increase (decrease) from changes in:
|
|
|
|
|
|
|
||||||
Inventories
|
|
249
|
|
|
(35
|
)
|
|
(167
|
)
|
|||
Other current assets
|
|
(29
|
)
|
|
115
|
|
|
(7
|
)
|
|||
Due to/from affiliates
|
|
1,577
|
|
|
(572
|
)
|
|
(16
|
)
|
|||
Accrued expenses and other current liabilities
|
|
246
|
|
|
(476
|
)
|
|
97
|
|
|||
Other, net
|
|
27
|
|
|
38
|
|
|
32
|
|
|||
Net cash provided by operating activities
|
|
11,977
|
|
|
6,788
|
|
|
6,665
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(5,739
|
)
|
|
(1,306
|
)
|
|
(1,577
|
)
|
|||
Proceeds from the sale of property and equipment
|
|
8
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(5,731
|
)
|
|
(1,306
|
)
|
|
(1,577
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flow from financing activities:
|
|
|
|
|
|
|
||||||
Repayments of term debt
|
|
(755
|
)
|
|
(720
|
)
|
|
(640
|
)
|
|||
Distribution to members
|
|
—
|
|
|
—
|
|
|
(12,000
|
)
|
|||
Net cash used in financing activities
|
|
(755
|
)
|
|
(720
|
)
|
|
(12,640
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
5,491
|
|
|
4,762
|
|
|
(7,552
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
11,178
|
|
|
6,416
|
|
|
13,968
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
16,669
|
|
|
$
|
11,178
|
|
|
$
|
6,416
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid during the period
|
|
$
|
476
|
|
|
$
|
557
|
|
|
$
|
817
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Net change in accumulated unrealized loss on cash flow hedging derivative
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
254
|
|
|
|
Members’
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Members’
Capital
|
||||||
Balances, December 31, 2011
|
|
$
|
40,454
|
|
|
$
|
(254
|
)
|
|
$
|
40,200
|
|
Distribution to members
|
|
(12,000
|
)
|
|
—
|
|
|
(12,000
|
)
|
|||
Net income
|
|
5,244
|
|
|
—
|
|
|
5,244
|
|
|||
Other comprehensive loss
|
|
—
|
|
|
254
|
|
|
254
|
|
|||
Balances, December 31, 2012
|
|
33,698
|
|
|
—
|
|
|
33,698
|
|
|||
Net income
|
|
6,154
|
|
|
—
|
|
|
6,154
|
|
|||
Balances, December 31, 2013
|
|
39,852
|
|
|
—
|
|
|
39,852
|
|
|||
Net income
|
|
8,229
|
|
|
—
|
|
|
8,229
|
|
|||
Balances, December 31, 2014
|
|
$
|
48,081
|
|
|
$
|
—
|
|
|
$
|
48,081
|
|
Tejon Development Corporation
|
60%
|
TA Operating LLC
|
40%
|
|
|
2014
|
|
2013
|
||||
Nonfuel products
|
|
$
|
1,790
|
|
|
$
|
1,777
|
|
Fuel products
|
|
321
|
|
|
583
|
|
||
Inventories
|
|
$
|
2,111
|
|
|
$
|
2,360
|
|
|
|
Estimated
Useful
Lives
|
|
2014
|
|
2013
|
||||
|
|
(years)
|
|
|
|
|
||||
Land
|
|
|
|
$
|
17,717
|
|
|
$
|
17,717
|
|
Building and improvements
|
|
10-40
|
|
37,658
|
|
|
34,794
|
|
||
Furniture and equipment
|
|
3-10
|
|
9,802
|
|
|
8,665
|
|
||
Construction in progress
|
|
|
|
2,111
|
|
|
390
|
|
||
|
|
|
|
67,288
|
|
|
61,566
|
|
||
Less: accumulated depreciation
|
|
|
|
19,277
|
|
|
17,616
|
|
||
Property and equipment, net
|
|
|
|
$
|
48,011
|
|
|
$
|
43,950
|
|
|
|
2014
|
|
2013
|
||||
Taxes payable, other than income taxes
|
|
$
|
504
|
|
|
$
|
264
|
|
Environmental accrual
|
|
270
|
|
|
599
|
|
||
Self insurance accrual
|
|
714
|
|
|
438
|
|
||
Other
|
|
386
|
|
|
327
|
|
||
Total other current liabilities
|
|
$
|
1,874
|
|
|
$
|
1,628
|
|
|
|
2014
|
|
2013
|
||||
Note payable to a bank
|
|
$
|
16,602
|
|
|
$
|
17,357
|
|
Less current portion
|
|
794
|
|
|
755
|
|
||
Long-term debt, excluding current portion
|
|
$
|
15,808
|
|
|
$
|
16,602
|
|
Year ending December 31,
|
Total
|
||
2015
|
$
|
795
|
|
2016
|
$
|
835
|
|
2017
|
$
|
878
|
|
2018
|
$
|
14,094
|
|