FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TEJON RANCH CO.
|
|
|
(Exact name of Registrant as specified in its charter)
|
|
Delaware
|
|
77-0196136
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate - commercial/industrial
|
$
|
2,548
|
|
|
$
|
2,572
|
|
|
$
|
8,935
|
|
|
$
|
8,067
|
|
Mineral resources
|
1,322
|
|
|
2,393
|
|
|
14,174
|
|
|
14,801
|
|
||||
Farming
|
8,076
|
|
|
8,872
|
|
|
12,470
|
|
|
13,642
|
|
||||
Total revenues
|
11,946
|
|
|
13,837
|
|
|
35,579
|
|
|
36,510
|
|
||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate - commercial/industrial
|
3,273
|
|
|
3,374
|
|
|
9,570
|
|
|
10,021
|
|
||||
Real estate - resort/residential
|
558
|
|
|
565
|
|
|
1,885
|
|
|
1,716
|
|
||||
Mineral resources
|
606
|
|
|
505
|
|
|
7,023
|
|
|
5,932
|
|
||||
Farming
|
8,123
|
|
|
6,089
|
|
|
11,710
|
|
|
9,381
|
|
||||
Corporate expenses
|
2,927
|
|
|
2,932
|
|
|
9,214
|
|
|
8,288
|
|
||||
Total expenses
|
15,487
|
|
|
13,465
|
|
|
39,402
|
|
|
35,338
|
|
||||
Operating income (loss)
|
(3,541
|
)
|
|
372
|
|
|
(3,823
|
)
|
|
1,172
|
|
||||
Other Income:
|
|
|
|
|
|
|
|
||||||||
Investment income
|
116
|
|
|
138
|
|
|
413
|
|
|
521
|
|
||||
Other income
|
125
|
|
|
81
|
|
|
180
|
|
|
311
|
|
||||
Total other income
|
241
|
|
|
219
|
|
|
593
|
|
|
832
|
|
||||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures
|
(3,300
|
)
|
|
591
|
|
|
(3,230
|
)
|
|
2,004
|
|
||||
Equity in earnings of unconsolidated joint ventures, net
|
2,055
|
|
|
1,707
|
|
|
4,861
|
|
|
3,293
|
|
||||
(Loss) Income before income tax expense
|
(1,245
|
)
|
|
2,298
|
|
|
1,631
|
|
|
5,297
|
|
||||
Income tax expense
|
(434
|
)
|
|
627
|
|
|
464
|
|
|
1,647
|
|
||||
Net (loss) income
|
(811
|
)
|
|
1,671
|
|
|
1,167
|
|
|
3,650
|
|
||||
Net (loss) attributable to non-controlling interest
|
(23
|
)
|
|
(81
|
)
|
|
(68
|
)
|
|
(89
|
)
|
||||
Net (loss) income attributable to common stockholders
|
$
|
(788
|
)
|
|
$
|
1,752
|
|
|
$
|
1,235
|
|
|
$
|
3,739
|
|
Net (loss) income per share attributable to common stockholders, basic
|
$
|
(0.04
|
)
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
0.18
|
|
Net (loss) income per share attributable to common stockholders, diluted
|
$
|
(0.04
|
)
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.18
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net (loss) income
|
$
|
(811
|
)
|
|
$
|
1,671
|
|
|
$
|
1,167
|
|
|
$
|
3,650
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available for sale securities
|
(21
|
)
|
|
(132
|
)
|
|
(78
|
)
|
|
(121
|
)
|
||||
Benefit plan adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(474
|
)
|
||||
Benefit plan reclassification for losses included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
407
|
|
||||
Unrealized gains (losses) on interest rate swap
|
(1,991
|
)
|
|
—
|
|
|
(1,591
|
)
|
|
—
|
|
||||
Other comprehensive (loss) before taxes
|
(2,012
|
)
|
|
(132
|
)
|
|
(1,669
|
)
|
|
(188
|
)
|
||||
Provision benefit from income taxes related to other comprehensive income (loss) items
|
770
|
|
|
54
|
|
|
633
|
|
|
240
|
|
||||
Other comprehensive (loss) income
|
(1,242
|
)
|
|
(78
|
)
|
|
(1,036
|
)
|
|
52
|
|
||||
Comprehensive (loss) income
|
(2,053
|
)
|
|
1,593
|
|
|
131
|
|
|
3,702
|
|
||||
Comprehensive loss attributable to non-controlling interests
|
(23
|
)
|
|
(81
|
)
|
|
(68
|
)
|
|
(89
|
)
|
||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(2,030
|
)
|
|
$
|
1,674
|
|
|
$
|
199
|
|
|
$
|
3,791
|
|
|
September 30, 2015
|
|
|
||||
|
(unaudited)
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,512
|
|
|
$
|
5,638
|
|
Marketable securities - available-for-sale
|
33,706
|
|
|
42,140
|
|
||
Accounts receivable
|
7,131
|
|
|
8,506
|
|
||
Inventories
|
6,288
|
|
|
4,098
|
|
||
Prepaid expenses and other current assets
|
5,818
|
|
|
4,456
|
|
||
Deferred tax assets
|
1,755
|
|
|
1,089
|
|
||
Total current assets
|
58,210
|
|
|
65,927
|
|
||
Real estate and improvements - held for lease, net
|
21,784
|
|
|
20,226
|
|
||
Real estate development (includes $79,963 at September 30, 2015 and $77,131 at December 31, 2014, attributable to Centennial Founders, LLC, Note 14)
|
227,125
|
|
|
219,654
|
|
||
Property and equipment, net
|
46,607
|
|
|
43,094
|
|
||
Investments in unconsolidated joint ventures
|
36,418
|
|
|
32,604
|
|
||
Long-term water assets
|
44,144
|
|
|
45,349
|
|
||
Long-term deferred tax assets
|
2,419
|
|
|
3,487
|
|
||
Other assets
|
2,119
|
|
|
1,774
|
|
||
TOTAL ASSETS
|
$
|
438,826
|
|
|
$
|
432,115
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
2,774
|
|
|
$
|
3,347
|
|
Accrued liabilities and other
|
4,973
|
|
|
2,774
|
|
||
Income taxes payable
|
—
|
|
|
1,703
|
|
||
Deferred income
|
1,639
|
|
|
1,164
|
|
||
Revolving line of credit
|
8,940
|
|
|
6,850
|
|
||
Current maturities of long-term debt
|
252
|
|
|
244
|
|
||
Total current liabilities
|
18,578
|
|
|
16,082
|
|
||
Long-term debt, less current portion
|
74,025
|
|
|
74,215
|
|
||
Long-term deferred gains
|
3,816
|
|
|
3,683
|
|
||
Other liabilities
|
14,372
|
|
|
13,802
|
|
||
Total liabilities
|
110,791
|
|
|
107,782
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Tejon Ranch Co. Stockholders’ Equity
|
|
|
|
||||
Common stock, $.50 par value per share:
|
|
|
|
||||
Authorized shares - 30,000,000
|
|
|
|
||||
Issued and outstanding shares - 20,669,348 at September 30, 2015 and 20,636,478 at December 31, 2014
|
10,335
|
|
|
10,318
|
|
||
Additional paid-in capital
|
216,317
|
|
|
212,763
|
|
||
Accumulated other comprehensive loss
|
(7,935
|
)
|
|
(6,899
|
)
|
||
Retained earnings
|
69,674
|
|
|
68,439
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
288,391
|
|
|
284,621
|
|
||
Non-controlling interest
|
39,644
|
|
|
39,712
|
|
||
Total equity
|
328,035
|
|
|
324,333
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
438,826
|
|
|
$
|
432,115
|
|
|
Nine Months Ended
September 30 |
||||||
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
1,167
|
|
|
$
|
3,650
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,672
|
|
|
3,657
|
|
||
Amortization of premium/discount of marketable securities
|
424
|
|
|
596
|
|
||
Equity in earnings of unconsolidated joint ventures
|
(4,861
|
)
|
|
(3,293
|
)
|
||
Non-cash retirement plan expense
|
761
|
|
|
1,074
|
|
||
Deferred income taxes
|
989
|
|
|
—
|
|
||
Stock compensation expense
|
2,914
|
|
|
2,485
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, inventories and other assets, net
|
(3,572
|
)
|
|
(1,395
|
)
|
||
Current liabilities
|
47
|
|
|
(2,017
|
)
|
||
Net cash provided by operating activities
|
1,541
|
|
|
4,757
|
|
||
Investing Activities
|
|
|
|
||||
Maturities and sales of marketable securities
|
23,276
|
|
|
12,031
|
|
||
Funds invested in marketable securities
|
(15,344
|
)
|
|
(6,142
|
)
|
||
Property and equipment expenditures
|
(18,968
|
)
|
|
(16,953
|
)
|
||
Reimbursement proceeds from Communities Facilities District
|
4,971
|
|
|
—
|
|
||
Investment in unconsolidated joint ventures
|
(53
|
)
|
|
(9,632
|
)
|
||
Purchase of interest in TMV LLC
|
—
|
|
|
(10,000
|
)
|
||
Distribution of equity from unconsolidated joint ventures
|
1,100
|
|
|
—
|
|
||
Investments in long-term water assets
|
—
|
|
|
(482
|
)
|
||
Other
|
(20
|
)
|
|
77
|
|
||
Net cash (used in) provided by investing activities
|
(5,038
|
)
|
|
(31,101
|
)
|
||
Financing Activities
|
|
|
|
||||
Borrowings of short-term debt
|
17,540
|
|
|
28,200
|
|
||
Repayments of short-term debt
|
(15,450
|
)
|
|
(8,000
|
)
|
||
Repayments of long-term debt
|
(190
|
)
|
|
(182
|
)
|
||
Taxes on vested stock grants
|
(529
|
)
|
|
(669
|
)
|
||
Net cash (used in) provided by financing activities
|
1,371
|
|
|
19,349
|
|
||
Decrease in cash and cash equivalents
|
(2,126
|
)
|
|
(6,995
|
)
|
||
Cash and cash equivalents at beginning of year
|
5,638
|
|
|
9,031
|
|
||
Cash and cash equivalents at end of period
|
$
|
3,512
|
|
|
$
|
2,036
|
|
Supplemental cash flow information
|
|
|
|
||||
Accrued capital expenditures included in current liabilities
|
$
|
(153
|
)
|
|
$
|
309
|
|
Taxes paid
|
$
|
2,153
|
|
|
$
|
—
|
|
|
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 at January 1, 2014
|
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 loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|
1,235
|
|
|
(68
|
)
|
|
1,167
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,036
|
)
|
|
—
|
|
|
(1,036
|
)
|
|
—
|
|
|
(1,036
|
)
|
|||||||
Restricted stock issuance
|
54,783
|
|
|
28
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
3,035
|
|
|
—
|
|
|
—
|
|
|
3,035
|
|
|
—
|
|
|
3,035
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(21,913
|
)
|
|
(11
|
)
|
|
(518
|
)
|
|
—
|
|
|
—
|
|
|
(529
|
)
|
|
—
|
|
|
(529
|
)
|
|||||||
Modified share-based awards
|
—
|
|
|
—
|
|
|
1,065
|
|
|
—
|
|
|
—
|
|
|
1,065
|
|
|
—
|
|
|
1,065
|
|
|||||||
Balance, September 30, 2015
|
20,669,348
|
|
|
$
|
10,335
|
|
|
$
|
216,317
|
|
|
$
|
(7,935
|
)
|
|
$
|
69,674
|
|
|
$
|
288,391
|
|
|
$
|
39,644
|
|
|
$
|
328,035
|
|
($ in thousands)
|
As Originally Reported
|
|
As Currently Reported
|
||||
Real estate and improvements - held for lease, net
|
$
|
—
|
|
|
$
|
20,226
|
|
Real estate developments
|
$
|
—
|
|
|
$
|
219,654
|
|
Property and equipment, net
|
$
|
282,974
|
|
|
$
|
43,094
|
|
|
$
|
282,974
|
|
|
$
|
282,974
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||
Common stock
|
20,669,348
|
|
|
20,591,529
|
|
|
20,658,750
|
|
|
20,582,082
|
|
Common stock equivalents-stock options, grants
|
79,544
|
|
|
32,006
|
|
|
70,969
|
|
|
33,100
|
|
Diluted shares outstanding
|
20,748,892
|
|
|
20,623,535
|
|
|
20,729,719
|
|
|
20,615,182
|
|
($ in thousands)
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
Marketable Securities:
|
Fair
Value
Hierarchy
|
|
Cost
|
|
Estimated
Fair
Value
|
|
Cost
|
|
Estimated
Fair
Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
$
|
2,826
|
|
|
$
|
2,814
|
|
|
$
|
2,522
|
|
|
$
|
2,492
|
|
with unrecognized losses for more than 12 months
|
|
|
250
|
|
|
250
|
|
|
837
|
|
|
832
|
|
||||
with unrecognized gains
|
|
|
5,003
|
|
|
5,013
|
|
|
5,379
|
|
|
5,395
|
|
||||
Total Certificates of deposit
|
Level 1
|
|
8,079
|
|
|
8,077
|
|
|
8,738
|
|
|
8,719
|
|
||||
US Treasury and agency notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
131
|
|
|
131
|
|
|
1,919
|
|
|
1,910
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|
700
|
|
||||
with unrecognized gains
|
|
|
1,660
|
|
|
1,669
|
|
|
1,182
|
|
|
1,207
|
|
||||
Total US Treasury and agency notes
|
Level 2
|
|
1,791
|
|
|
1,800
|
|
|
3,803
|
|
|
3,817
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
10,719
|
|
|
10,657
|
|
|
3,872
|
|
|
3,841
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
2,094
|
|
|
2,081
|
|
|
4,423
|
|
|
4,405
|
|
||||
with unrecognized gains
|
|
|
7,348
|
|
|
7,369
|
|
|
16,897
|
|
|
16,963
|
|
||||
Total Corporate notes
|
Level 2
|
|
20,161
|
|
|
20,107
|
|
|
25,192
|
|
|
25,209
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
1,241
|
|
|
1,232
|
|
|
739
|
|
|
733
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
405
|
|
|
401
|
|
|
457
|
|
|
456
|
|
||||
with unrecognized gains
|
|
|
2,079
|
|
|
2,089
|
|
|
3,183
|
|
|
3,206
|
|
||||
Total Municipal notes
|
Level 2
|
|
3,725
|
|
|
3,722
|
|
|
4,379
|
|
|
4,395
|
|
||||
|
|
|
$
|
33,756
|
|
|
$
|
33,706
|
|
|
$
|
42,112
|
|
|
$
|
42,140
|
|
At September 30, 2015
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total
|
||||||||||||
Certificates of deposit
|
$
|
395
|
|
|
$
|
2,492
|
|
|
$
|
631
|
|
|
$
|
4,510
|
|
|
$
|
—
|
|
|
$
|
8,028
|
|
U.S. Treasury and agency notes
|
—
|
|
|
100
|
|
|
959
|
|
|
579
|
|
|
193
|
|
|
1,831
|
|
||||||
Corporate notes
|
305
|
|
|
4,572
|
|
|
6,525
|
|
|
6,270
|
|
|
1,795
|
|
|
19,467
|
|
||||||
Municipal notes
|
200
|
|
|
1,025
|
|
|
940
|
|
|
1,455
|
|
|
—
|
|
|
3,620
|
|
||||||
|
$
|
900
|
|
|
$
|
8,189
|
|
|
$
|
9,055
|
|
|
$
|
12,814
|
|
|
$
|
1,988
|
|
|
$
|
32,946
|
|
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
|
|
(in acre feet, unaudited)
|
September 30, 2015
|
|
December 31, 2014
|
||
Banked water and water for future delivery
|
|
|
|
||
AVEK water bank
|
13,033
|
|
|
13,033
|
|
Company water bank
|
8,700
|
|
|
8,700
|
|
AVEK water for future delivery
|
2,362
|
|
|
2,362
|
|
Total Company and AVEK banked water
|
24,095
|
|
|
24,095
|
|
Transferable water
*
|
14,786
|
|
|
15,229
|
|
Water Contracts
|
10,137
|
|
|
10,137
|
|
Total purchased water - third parties
|
49,018
|
|
|
49,461
|
|
WRMWSD - Contracts with Company
|
15,547
|
|
|
15,547
|
|
TCWD - Contracts with Company
|
5,749
|
|
|
5,749
|
|
TCWD - Banked water contracted to Company
|
38,621
|
|
|
38,401
|
|
Total purchased and contracted water sources in acre feet
|
108,935
|
|
|
109,158
|
|
($ in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Banked water and water for future delivery
|
$
|
4,779
|
|
|
$
|
4,779
|
|
Transferable water
|
9,117
|
|
|
9,309
|
|
||
Water contracts (net of accumulated amortization of $5,201 and $4,188 at September 30, 2015 and December 2014, respectively)
|
31,599
|
|
|
32,612
|
|
||
Total long-term water assets
|
45,495
|
|
|
46,700
|
|
||
less: Current portion
|
(1,351
|
)
|
|
(1,351
|
)
|
||
|
$
|
44,144
|
|
|
$
|
45,349
|
|
|
|
|
|
($ in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Accrued vacation
|
$
|
812
|
|
|
$
|
799
|
|
Accrued paid personal leave
|
591
|
|
|
613
|
|
||
Accrued bonus
|
2,056
|
|
|
1,023
|
|
||
Property tax payable
|
798
|
|
|
—
|
|
||
Other
|
716
|
|
|
339
|
|
||
|
$
|
4,973
|
|
|
$
|
2,774
|
|
($ in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Revolving line of credit
|
$
|
8,940
|
|
|
$
|
6,850
|
|
Notes payable
|
74,277
|
|
|
74,459
|
|
||
Total short-term and long-term debt
|
83,217
|
|
|
81,309
|
|
||
Less line-of-credit and current maturities of long-term debt
|
$
|
(9,192
|
)
|
|
$
|
(7,094
|
)
|
|
$
|
74,025
|
|
|
$
|
74,215
|
|
($ in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Pension liability (See Note 12)
|
$
|
2,929
|
|
|
$
|
3,079
|
|
Interest rate swap liability (See Note 9)
|
3,818
|
|
|
2,227
|
|
||
Supplemental executive retirement plan liability (See Note 12)
|
7,563
|
|
|
7,431
|
|
||
Share-based awards liability (See Note 8)
|
—
|
|
|
1,065
|
|
||
Other
|
62
|
|
|
—
|
|
||
|
$
|
14,372
|
|
|
$
|
13,802
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||
Stock grants outstanding beginning of the year at target achievement
|
237,045
|
|
|
265,701
|
|
New stock grants/additional shares due to maximum achievement
|
93,968
|
|
|
165,996
|
|
Vested grants
|
(29,941
|
)
|
|
(41,694
|
)
|
Expired/forfeited grants
|
—
|
|
|
(152,958
|
)
|
Stock grants outstanding September 30, 2015 at target achievement
|
301,072
|
|
|
237,045
|
|
($ in thousands)
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||
Employee Plan:
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
Expensed
|
|
$
|
2,321
|
|
|
$
|
1,864
|
|
Capitalized
|
|
121
|
|
|
67
|
|
||
|
|
2,442
|
|
|
1,931
|
|
||
NDSI Plan - Expensed
|
|
593
|
|
|
621
|
|
||
|
|
$
|
3,035
|
|
|
$
|
2,552
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Pay Rate
|
|
Fair Value at September 30, 2015
|
|
Notional Amount at September 30, 2015
|
October 15, 2014
|
|
October 5, 2024
|
|
Level 2
|
|
4.11%
|
|
$(3,818)
|
|
$70,000
|
(1)
|
Groundwater plume of chlorinated hydrocarbon compounds.
This order directs the Company’s former tenant Lafarge Corporation, or Lafarge, the current tenant National, and the Company to, among other things, clean up groundwater contamination on the leased property. In 2003, Lafarge and National installed a groundwater pump-and-treat system to clean up the groundwater. The Company is advised that Lafarge and National continue to operate the cleanup system and will continue to do so over the near-term.
|
(2)
|
Cement kiln dust.
National and Lafarge have consolidated, closed and capped cement kiln dust piles located on land leased from the Company. An order of the RWQCB directs National, Lafarge and the Company to maintain and monitor the effectiveness of the cap. Maintenance of the cap and groundwater monitoring remain as on-going activities.
|
|
|
Nine Months Ended
September 30 |
||||||
($ in thousands)
|
|
2015
|
|
2014
|
||||
Cost components:
|
|
|
|
|
||||
Service cost-benefits earned during the period
|
|
$
|
(199
|
)
|
|
$
|
(270
|
)
|
Interest cost on projected benefit obligation
|
|
(350
|
)
|
|
(303
|
)
|
||
Expected return on plan assets
|
|
462
|
|
|
408
|
|
||
Net amortization and deferral
|
|
(213
|
)
|
|
(800
|
)
|
||
Total net periodic pension cost
|
|
$
|
(300
|
)
|
|
$
|
(965
|
)
|
|
|
Nine Months Ended
September 30 |
||||||
($ in thousands)
|
|
2015
|
|
2014
|
||||
Cost components:
|
|
|
|
|
||||
Service cost-benefits earned during the period
|
|
$
|
—
|
|
|
$
|
(240
|
)
|
Interest cost on projected benefit obligation
|
|
(208
|
)
|
|
(165
|
)
|
||
Net amortization and deferral
|
|
(253
|
)
|
|
(171
|
)
|
||
Total net periodic pension cost
|
|
$
|
(461
|
)
|
|
$
|
(576
|
)
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Commercial leases
|
$
|
1,925
|
|
|
$
|
1,617
|
|
|
$
|
5,720
|
|
|
$
|
4,338
|
|
Grazing leases
|
26
|
|
|
351
|
|
|
938
|
|
|
1,064
|
|
||||
All other land management ancillary services
|
597
|
|
|
604
|
|
|
2,277
|
|
|
2,665
|
|
||||
Total commercial revenues
|
2,548
|
|
|
2,572
|
|
|
8,935
|
|
|
8,067
|
|
||||
Profit (loss) from commercial activities
|
(725
|
)
|
|
(802
|
)
|
|
(635
|
)
|
|
(1,954
|
)
|
||||
Equity in earnings of unconsolidated joint ventures
|
2,055
|
|
|
1,707
|
|
|
4,861
|
|
|
3,328
|
|
||||
Income from commercial/industrial and unconsolidated joint ventures
|
$
|
1,330
|
|
|
$
|
905
|
|
|
$
|
4,226
|
|
|
$
|
1,374
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Oil and gas
|
$
|
640
|
|
|
$
|
1,778
|
|
|
$
|
2,333
|
|
|
$
|
5,301
|
|
Water sales
|
—
|
|
|
—
|
|
|
10,165
|
|
|
7,703
|
|
||||
Rock aggregate
|
282
|
|
|
294
|
|
|
629
|
|
|
885
|
|
||||
Cement
|
373
|
|
|
284
|
|
|
916
|
|
|
763
|
|
||||
Land lease for oil exploration
|
27
|
|
|
37
|
|
|
131
|
|
|
149
|
|
||||
Total revenue
|
1,322
|
|
|
2,393
|
|
|
14,174
|
|
|
14,801
|
|
||||
Income from mineral resources activities
|
716
|
|
|
1,888
|
|
|
7,151
|
|
|
8,869
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Almonds
|
$
|
3,687
|
|
|
$
|
3,201
|
|
|
$
|
7,066
|
|
|
$
|
5,297
|
|
Pistachios
|
2,136
|
|
|
4,118
|
|
|
2,899
|
|
|
6,237
|
|
||||
Wine grapes
|
1,986
|
|
|
1,293
|
|
|
1,986
|
|
|
1,293
|
|
||||
Hay
|
229
|
|
|
184
|
|
|
434
|
|
|
588
|
|
||||
Total crop proceeds
|
8,038
|
|
|
8,796
|
|
|
12,385
|
|
|
13,415
|
|
||||
Other farming revenues
|
38
|
|
|
76
|
|
|
85
|
|
|
227
|
|
||||
Total farming revenues
|
8,076
|
|
8,872
|
|
12,470
|
|
13,642
|
||||||||
Income (loss) from farming activities
|
$
|
(47
|
)
|
|
$
|
2,783
|
|
|
$
|
760
|
|
|
$
|
4,261
|
|
•
|
Petro Travel Plaza Holdings LLC – TA/Petro is an unconsolidated joint venture with TravelCenters of America, LLC for the development and management of travel plazas and convenience stores. The Company has
50%
voting rights and shares
60%
of profit and losses in this joint venture. It houses multiple commercial eating establishments as well as diesel and gasoline operations in TRCC. The Company does not control the investment due to its having only
50%
voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision making authority regarding key business components such as fuel inventory and pricing at the facility. At
September 30, 2015
, the Company had an equity investment balance of
$21,320,000
in this joint venture. On October 26, 2015, we received a dividend distribution from TA/Petro of
$7,200,000
.
|
•
|
Rockefeller Joint Ventures – The Company has
three
joint ventures with Rockefeller Group Development Corporation or Rockefeller.
Two
joint ventures are for the development of buildings on approximately
91
acres and are part of an agreement for the potential development of up to
500
acres of land in TRCC including pursuing Foreign Trade Zone, or FTZ, designation and development of the property within the FTZ for warehouse distribution and light manufacturing.
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC is a joint venture with Pardee Homes (owned by TRI Pointe Homes), Lewis Investment Company, and CalAtlantic Group Inc. (formerly Standard Pacific Corp) that was organized to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC and the change in control and funding that resulted from the amended agreement, Centennial Founders, LLC qualified as a VIE, beginning in the third quarter of 2009 and the Company was determined to be the primary beneficiary. As a result, Centennial Founders, LLC has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. At
September 30, 2015
the Company had a
74.87%
ownership position in Centennial Founders, LLC.
|
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||
($ in thousands)
|
|
Petro Travel
Plaza
Holdings
|
|
Five West Parcel
|
|
18-19 West
LLC |
|
TRCC/Rock Outlet Center
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Revenues
|
|
$
|
78,483
|
|
|
$
|
2,619
|
|
|
$
|
17
|
|
|
$
|
6,645
|
|
|
$
|
87,764
|
|
|
$
|
435
|
|
Net income (loss)
|
|
$
|
8,119
|
|
|
$
|
751
|
|
|
$
|
(87
|
)
|
|
$
|
(684
|
)
|
|
$
|
8,099
|
|
|
$
|
(263
|
)
|
Partner’s share of net income (loss)
|
|
$
|
3,248
|
|
|
$
|
375
|
|
|
$
|
(43
|
)
|
|
$
|
(342
|
)
|
|
$
|
3,238
|
|
|
$
|
(68
|
)
|
Equity in earnings (losses)
|
|
$
|
4,871
|
|
|
$
|
376
|
|
|
$
|
(44
|
)
|
|
$
|
(342
|
)
|
|
$
|
4,861
|
|
|
$
|
—
|
|
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||
($ in thousands)
|
|
Petro Travel
Plaza
Holdings
|
|
Five West Parcel
|
|
18-19 West LLC
|
|
TRCC/Rock Outlet Center
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Current assets
|
|
$
|
24,421
|
|
|
$
|
3,280
|
|
|
$
|
50
|
|
|
$
|
4,925
|
|
|
$
|
32,676
|
|
|
$
|
69
|
|
Real Estate
|
|
49,487
|
|
|
13,877
|
|
|
4,617
|
|
|
65,263
|
|
|
133,244
|
|
|
80,194
|
|
||||||
Other assets
|
|
275
|
|
|
191
|
|
|
—
|
|
|
20,213
|
|
|
20,679
|
|
|
10
|
|
||||||
Long-term debt
|
|
(15,188
|
)
|
|
(10,863
|
)
|
|
—
|
|
|
(51,557
|
)
|
|
(77,608
|
)
|
|
—
|
|
||||||
Other liabilities
|
|
(2,795
|
)
|
|
(604
|
)
|
|
(5
|
)
|
|
(1,555
|
)
|
|
(4,959
|
)
|
|
(820
|
)
|
||||||
Net assets
|
|
$
|
56,200
|
|
|
$
|
5,881
|
|
|
$
|
4,662
|
|
|
$
|
37,289
|
|
|
$
|
104,032
|
|
|
$
|
79,453
|
|
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||||||
($ in thousands)
|
|
Petro Travel
Plaza
Holdings
|
|
Five
West
Parcel
|
|
18-19
West |
|
TRCC/Rock Outlet Center
|
|
Tejon Mountain Village*
|
|
Total
|
|
Centennial-VIE
|
||||||||||||||
Revenues
|
|
$
|
85,694
|
|
|
$
|
2,505
|
|
|
$
|
49
|
|
|
$
|
2,795
|
|
|
$
|
—
|
|
|
$
|
91,043
|
|
|
$
|
591
|
|
Net income (loss)
|
|
$
|
5,087
|
|
|
$
|
108
|
|
|
$
|
27
|
|
|
$
|
419
|
|
|
$
|
(70
|
)
|
|
$
|
5,571
|
|
|
$
|
(230
|
)
|
Partner’s share of net income (loss)
|
|
$
|
2,035
|
|
|
$
|
54
|
|
|
$
|
14
|
|
|
$
|
210
|
|
|
$
|
(35
|
)
|
|
$
|
2,278
|
|
|
$
|
(89
|
)
|
Equity in earnings (losses)
|
|
$
|
3,052
|
|
|
$
|
54
|
|
|
$
|
13
|
|
|
$
|
209
|
|
|
$
|
(35
|
)
|
|
$
|
3,293
|
|
|
$
|
—
|
|
|
|
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
|
|
Real Estate
|
|
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
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
Operating activities
|
|
$
|
1,541
|
|
|
$
|
4,757
|
|
Investing activities
|
|
$
|
(5,038
|
)
|
|
$
|
(31,101
|
)
|
Financing activities
|
|
$
|
1,371
|
|
|
$
|
19,349
|
|
|
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
|
$
|
274,574
|
|
|
$
|
8,040
|
|
|
$
|
16,517
|
|
|
$
|
17,127
|
|
|
$
|
232,890
|
|
Long-term debt
|
74,277
|
|
|
62
|
|
|
4,475
|
|
|
7,844
|
|
|
61,896
|
|
|||||
Interest on long-term debt
|
22,233
|
|
|
3,011
|
|
|
5,788
|
|
|
5,146
|
|
|
8,288
|
|
|||||
Revolving line of credit borrowings
|
8,940
|
|
|
8,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash contract commitments
|
8,484
|
|
|
6,275
|
|
|
1,138
|
|
|
—
|
|
|
1,071
|
|
|||||
Defined Benefit Plan
|
3,477
|
|
|
175
|
|
|
485
|
|
|
696
|
|
|
2,121
|
|
|||||
SERP
|
4,105
|
|
|
438
|
|
|
882
|
|
|
884
|
|
|
1,901
|
|
|||||
Tejon Ranch Conservancy
|
5,200
|
|
|
800
|
|
|
1,600
|
|
|
1,600
|
|
|
1,200
|
|
|||||
Financing fees and interest
|
190
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
401,480
|
|
|
$
|
27,931
|
|
|
$
|
30,885
|
|
|
$
|
33,297
|
|
|
$
|
309,367
|
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
09/30/2015
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
$
|
900
|
|
|
$
|
8,327
|
|
|
$
|
9,307
|
|
|
$
|
13,150
|
|
|
$
|
2,072
|
|
|
$
|
—
|
|
|
$
|
33,756
|
|
|
$
|
33,706
|
|
Weighted average interest rate
|
0.53
|
%
|
|
0.92
|
%
|
|
1.33
|
%
|
|
1.73
|
%
|
|
1.80
|
%
|
|
—
|
%
|
|
1.39
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revolving line of credit
|
$
|
8,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,940
|
|
|
$
|
8,940
|
|
Weighted average interest rate (Revolving line of credit)
|
1.69
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.69
|
%
|
|
|
|||||||||
Long-term debt ($4.75M note)
|
$
|
62
|
|
|
$
|
255
|
|
|
$
|
266
|
|
|
$
|
277
|
|
|
$
|
289
|
|
|
$
|
3,128
|
|
|
$
|
4,277
|
|
|
$
|
4,277
|
|
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
|
%
|
|
|
|
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
|
%
|
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
|
|
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
|
|
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10.12
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Lease Agreement with Pastoria Energy Facility L.L.C.
|
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FN 6
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10.15
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Form of Securities Purchase Agreement
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FN 7
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10.16
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Form of Registration Rights Agreement
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FN 8
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10.17
|
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*2004 Stock Incentive Program
|
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FN 9
|
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10.18
|
|
|
*Form of Restricted Stock Agreement for Directors
|
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FN 9
|
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10.19
|
|
|
*Form of Restricted Stock Unit Agreement
|
|
FN 9
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10.23
|
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Tejon Mountain Village LLC Operating Agreement
|
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FN 11
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10.24
|
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Tejon Ranch Conservation and Land Use Agreement
|
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FN 12
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10.25
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Second Amended and Restated Limited Liability Agreement of Centennial Founders, LLC
|
|
FN 15
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10.26
|
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*Executive Employment Agreement - Allen E. Lyda
|
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FN 16
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10.27
|
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Limited Liability Company Agreement of TRCC/Rock Outlet Center LLC
|
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FN 17
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10.28
|
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Warrant Agreement
|
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FN 18
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10.29
|
|
|
Amendments to Limited Liability Company Agreement of Tejon Mountain Village LLC
|
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FN 19
|
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10.30
|
|
|
Membership Interest Purchase Agreement - TMV LLC
|
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FN 20
|
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10.31
|
|
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Amended and Restated Credit Agreement
|
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FN 21
|
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10.32
|
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Term Note
|
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FN 21
|
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10.33
|
|
|
Revolving Line of Credit
|
|
FN 21
|
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10.34
|
|
|
Amendments to Lease Agreement with Pastoria Energy Facility L.L.C.
|
|
FN 22
|
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10.35
|
|
|
Water Supply Agreement with Pastoria Energy Facility L.L.C.
|
|
FN 23
|
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10.36
|
|
|
*Separation Agreement - Gregory J. Tobias
|
|
FN 24
|
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|
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|
|
31.1
|
|
|
Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Filed herewith
|
*
|
Management contract, compensatory plan or arrangement.
|
|
|
|
FN 1
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1987, is incorporated herein by reference.
|
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) as 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) as 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) 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 20
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.30 to our Current Report on Form 8-K filed on July 16, 2014, is incorporated herein by reference.
|
FN 21
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibits 10.31-10.33 to our Current Report on Form 8-K filed on October 17, 2014, is incorporated herein by reference.
|
FN 22
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
|
FN 23
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.35 to our Quarterly Report on Form 10-Q for the period ending June 30, 2015, is incorporated herein by reference.
|
FN 24
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.36 to our Quarterly Report on Form 10-Q for the period ending September 30, 2015, is incorporated herein by reference.
|
|
|
|
|
|
|
|
|
|
|
|
TEJON RANCH CO.
|
|
|
|
|
|
(The Company)
|
|
|
|
|
|
|
|
|
|
|
|
|
November 9, 2015
|
|
|
BY
|
|
/s/ Allen E. Lyda
|
DATE
|
|
|
|
|
Allen E. Lyda
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
November 9, 2015
|
|
|
BY
|
|
/s/ Robert D. Velasquez
|
DATE
|
|
|
|
|
Robert D. Velasquez
|
|
|
|
|
|
Vice President of Finance, Chief Accounting Officer
|
|
|
|
|
|
|
8.
|
Tejon’s Liability for Failure to Deliver Water.
|
12.
|
Water Rights.
|
15.
|
Miscellaneous.
|
If delivered to PEF:
|
Pastoria Energy Facility, L.L.C. c/o Calpine Corporation
|
By:
|
/s/ Alexandre B. Makler
|
Name:
|
Alexandre B. Makler
|
Its:
|
Vice President and Authorized Signatory
|
By:
|
/s/ Allen E. Lyda
|
Name:
|
Allen E. Lyda
|
Its:
|
Executive Vice President/CFO
|
Dated: September 25, 2015
|
/s/ Gregory J. Tobias
_________________________
|
Dated: September 28, 2015
|
/s/ Norman J. Metcalfe
_______________________
|
Dated: September 28, 2015
|
/s/ Steven Betts
_____________________________
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
November 9, 2015
|
/s/ Gregory S. Bielli
|
|
|
|
|
Gregory S. Bielli
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
November 9, 2015
|
/s/ Allen E. Lyda
|
|
|
|
|
Allen E. Lyda
|
|
|
|
Chief Financial Officer
|
•
|
The Quarterly Report of the Company on Form 10-Q for the period ended
September 30, 2015
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:
|
November 9, 2015
|
|
|
|
|
/s/ Gregory S. Bielli
|
|
|
Gregory S. Bielli
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Allen E. Lyda
|
|
|
Allen E. Lyda
|
|
|
Chief Financial Officer
|
|