FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TEJON RANCH CO.
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(Exact name of Registrant as specified in its charter)
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Delaware
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77-0196136
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Page
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015
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Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2016 and 2015
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Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015
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Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015
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Unaudited Consolidated Statement of Changes in Equity and Noncontrolling Interests for the Six Months Ended June 30, 2016
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Notes to Unaudited Consolidated Financial Statements
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II.
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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SIGNATURES
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
Revenues:
|
|
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||||||||
Real estate - commercial/industrial
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$
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2,159
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$
|
1,810
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$
|
4,313
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|
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$
|
4,089
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Mineral resources
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3,187
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|
2,652
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11,927
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|
12,852
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||||
Farming
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502
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1,323
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1,723
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4,394
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||||
Ranch operations
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1,001
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1,215
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1,839
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2,298
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||||
Total revenues
|
6,849
|
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|
7,000
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|
19,802
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23,633
|
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||||
Costs and Expenses:
|
|
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||||||||
Real estate - commercial/industrial
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1,714
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1,676
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3,393
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3,285
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||||
Real estate - resort/residential
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387
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|
576
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929
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1,327
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||||
Mineral resources
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1,800
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723
|
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6,493
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6,417
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||||
Farming
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1,350
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1,244
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2,856
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3,587
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||||
Ranch operations
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1,542
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1,419
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2,889
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3,012
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||||
Corporate expenses
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3,163
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2,764
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6,166
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6,287
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||||
Total expenses
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9,956
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8,402
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22,726
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23,915
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||||
Operating loss
|
(3,107
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)
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(1,402
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)
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(2,924
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)
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(282
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)
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||||
Other Income:
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||||||||
Investment income
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120
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142
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238
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|
297
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||||
Other income
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37
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17
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88
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55
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||||
Total other income
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157
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159
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326
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352
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||||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures
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(2,950
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)
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(1,243
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)
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(2,598
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)
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70
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|
||||
Equity in earnings of unconsolidated joint ventures, net
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1,842
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1,656
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3,297
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2,806
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||||
(Loss) income before income tax expense
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(1,108
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)
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|
413
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|
|
699
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2,876
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Income tax (benefit) expense
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(380
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)
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36
|
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|
232
|
|
|
898
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||||
Net (loss) income
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(728
|
)
|
|
377
|
|
|
467
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1,978
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||||
Net loss attributable to non-controlling interest
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(40
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)
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(29
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)
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(54
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)
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(45
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)
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||||
Net (loss) income attributable to common stockholders
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$
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(688
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)
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$
|
406
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$
|
521
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$
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2,023
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Net (loss) income per share attributable to common stockholders, basic
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$
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(0.03
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)
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$
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0.02
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$
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0.03
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$
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0.10
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Net (loss) income per share attributable to common stockholders, diluted
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$
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(0.03
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)
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$
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0.02
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$
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0.03
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$
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0.10
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
|
||||||||
Net (loss) income
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$
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(728
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)
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|
$
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377
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$
|
467
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$
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1,978
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Other comprehensive income:
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||||||||
Unrealized gain (loss) on available for sale securities
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54
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(119
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)
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242
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(57
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)
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||||
Unrealized (loss) gain on interest rate swap
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(1,031
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)
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1,794
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(3,307
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)
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399
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|
||||
Other comprehensive (loss) income before taxes
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(977
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)
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1,675
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(3,065
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)
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|
342
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|
||||
Benefit (provision) from income taxes related to other comprehensive income (loss) items
|
342
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(670
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)
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1,072
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(136
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)
|
||||
Other comprehensive (loss) income
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(635
|
)
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|
1,005
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(1,993
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)
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|
206
|
|
||||
Comprehensive (loss) income
|
(1,363
|
)
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|
1,382
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(1,526
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)
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|
2,184
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|
||||
Comprehensive loss attributable to non-controlling interests
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(40
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)
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(29
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)
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(54
|
)
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(45
|
)
|
||||
Comprehensive (loss) income attributable to common stockholders
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$
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(1,323
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)
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$
|
1,411
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$
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(1,472
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)
|
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$
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2,229
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June 30, 2016
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December 31, 2015
|
||||
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(unaudited)
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||||
ASSETS
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|
||||
Current Assets:
|
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||||
Cash and cash equivalents
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$
|
862
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|
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$
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1,930
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Marketable securities - available-for-sale
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32,661
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32,815
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|
||
Accounts receivable
|
3,066
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|
6,511
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||
Inventories
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9,466
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|
3,517
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|
||
Prepaid expenses and other current assets
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6,261
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|
|
4,120
|
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||
Total current assets
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52,316
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|
|
48,893
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|
||
Real estate and improvements - held for lease, net
|
23,234
|
|
|
21,942
|
|
||
Real estate development (includes $87,217 at June 30, 2016 and $84,194 at December 31, 2015, attributable to Centennial Founders, LLC, Note 15)
|
239,932
|
|
|
235,466
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||
Property and equipment, net
|
45,819
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|
|
44,469
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|
||
Investments in unconsolidated joint ventures
|
33,432
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|
|
30,680
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|
||
Long-term water assets
|
43,089
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|
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43,806
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|
||
Deferred tax assets
|
5,732
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|
|
4,659
|
|
||
Other assets
|
2,444
|
|
|
2,004
|
|
||
TOTAL ASSETS
|
$
|
445,998
|
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|
$
|
431,919
|
|
|
|
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|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
4,135
|
|
|
$
|
3,252
|
|
Accrued liabilities and other
|
2,853
|
|
|
3,492
|
|
||
Income taxes payable
|
—
|
|
|
1,237
|
|
||
Deferred income
|
1,698
|
|
|
1,525
|
|
||
Revolving line of credit
|
11,000
|
|
|
—
|
|
||
Current maturities of long-term debt
|
2,503
|
|
|
815
|
|
||
Total current liabilities
|
22,189
|
|
|
10,321
|
|
||
Long-term debt, less current portion
|
71,417
|
|
|
73,223
|
|
||
Long-term deferred gains
|
3,811
|
|
|
3,816
|
|
||
Other liabilities
|
16,843
|
|
|
13,251
|
|
||
Total liabilities
|
114,260
|
|
|
100,611
|
|
||
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 - 20,725,851 at June 30, 2016 and 20,688,154 at December 31, 2015
|
10,363
|
|
|
10,344
|
|
||
Additional paid-in capital
|
218,740
|
|
|
216,803
|
|
||
Accumulated other comprehensive loss
|
(8,895
|
)
|
|
(6,902
|
)
|
||
Retained earnings
|
71,910
|
|
|
71,389
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
292,118
|
|
|
291,634
|
|
||
Non-controlling interest
|
39,620
|
|
|
39,674
|
|
||
Total equity
|
331,738
|
|
|
331,308
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
445,998
|
|
|
$
|
431,919
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
467
|
|
|
$
|
1,978
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,810
|
|
|
2,431
|
|
||
Amortization of premium/discount of marketable securities
|
255
|
|
|
328
|
|
||
Equity in earnings of unconsolidated joint ventures
|
(3,297
|
)
|
|
(2,806
|
)
|
||
Non-cash retirement plan expense
|
483
|
|
|
507
|
|
||
Deferred income taxes
|
—
|
|
|
1
|
|
||
Stock compensation expense
|
2,131
|
|
|
1,900
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, inventories and other assets, net
|
(4,939
|
)
|
|
(2,830
|
)
|
||
Current liabilities
|
(1,607
|
)
|
|
124
|
|
||
Net cash (used in) provided by operating activities
|
(3,697
|
)
|
|
1,633
|
|
||
Investing Activities
|
|
|
|
||||
Maturities and sales of marketable securities
|
3,291
|
|
|
14,665
|
|
||
Funds invested in marketable securities
|
(3,151
|
)
|
|
(12,200
|
)
|
||
Property and equipment expenditures
|
(13,266
|
)
|
|
(12,113
|
)
|
||
Communities Facilities District and other reimbursements
|
4,650
|
|
|
4,971
|
|
||
Investment in unconsolidated joint ventures
|
(55
|
)
|
|
—
|
|
||
Distribution of equity from unconsolidated joint ventures
|
600
|
|
|
1,100
|
|
||
Other
|
—
|
|
|
(38
|
)
|
||
Net cash used in investing activities
|
(7,931
|
)
|
|
(3,615
|
)
|
||
Financing Activities
|
|
|
|
||||
Borrowings of short-term debt
|
11,000
|
|
|
10,560
|
|
||
Repayments of short-term debt
|
—
|
|
|
(13,450
|
)
|
||
Repayments of long-term debt
|
(126
|
)
|
|
(126
|
)
|
||
Taxes on vested stock grants
|
(314
|
)
|
|
(529
|
)
|
||
Net cash provided by (used in) financing activities
|
10,560
|
|
|
(3,545
|
)
|
||
Decrease in cash and cash equivalents
|
(1,068
|
)
|
|
(5,527
|
)
|
||
Cash and cash equivalents at beginning of year
|
1,930
|
|
|
5,638
|
|
||
Cash and cash equivalents at end of period
|
$
|
862
|
|
|
$
|
111
|
|
Supplemental cash flow information
|
|
|
|
||||
Accrued capital expenditures included in current liabilities
|
$
|
584
|
|
|
$
|
1,383
|
|
Income taxes paid
|
$
|
1,350
|
|
|
$
|
2,117
|
|
|
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, 2015
|
20,688,154
|
|
|
$
|
10,344
|
|
|
$
|
216,803
|
|
|
$
|
(6,902
|
)
|
|
$
|
71,389
|
|
|
$
|
291,634
|
|
|
$
|
39,674
|
|
|
$
|
331,308
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|
521
|
|
|
(54
|
)
|
|
467
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,993
|
)
|
|
—
|
|
|
(1,993
|
)
|
|
—
|
|
|
(1,993
|
)
|
|||||||
Restricted stock issuance
|
53,892
|
|
|
27
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
2,270
|
|
|
—
|
|
|
—
|
|
|
2,270
|
|
|
—
|
|
|
2,270
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(16,195
|
)
|
|
(8
|
)
|
|
(306
|
)
|
|
—
|
|
|
—
|
|
|
(314
|
)
|
|
—
|
|
|
(314
|
)
|
|||||||
Balance, June 30, 2016
|
20,725,851
|
|
|
$
|
10,363
|
|
|
$
|
218,740
|
|
|
$
|
(8,895
|
)
|
|
$
|
71,910
|
|
|
$
|
292,118
|
|
|
$
|
39,620
|
|
|
$
|
331,738
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||
Common stock
|
20,724,689
|
|
|
20,660,797
|
|
|
20,713,396
|
|
|
20,653,363
|
|
Common stock equivalents-stock options, grants
|
115,693
|
|
|
69,701
|
|
|
103,664
|
|
|
64,554
|
|
Diluted shares outstanding
|
20,840,382
|
|
|
20,730,498
|
|
|
20,817,060
|
|
|
20,717,917
|
|
($ in thousands)
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
Marketable Securities:
|
Fair Value
Hierarchy
|
|
Cost
|
|
Estimated Fair Value
|
|
Cost
|
|
Estimated Fair Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
4,810
|
|
|
$
|
4,797
|
|
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
238
|
|
||||
with unrecognized gains
|
|
|
6,422
|
|
|
6,455
|
|
|
2,800
|
|
|
2,805
|
|
||||
Total Certificates of deposit
|
Level 1
|
|
6,464
|
|
|
6,496
|
|
|
7,849
|
|
|
7,840
|
|
||||
US Treasury and agency notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
—
|
|
|
—
|
|
|
860
|
|
|
857
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
with unrecognized gains
|
|
|
2,032
|
|
|
2,043
|
|
|
736
|
|
|
738
|
|
||||
Total US Treasury and agency notes
|
Level 2
|
|
2,032
|
|
|
2,043
|
|
|
1,596
|
|
|
1,595
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
2,979
|
|
|
2,960
|
|
|
14,638
|
|
|
14,516
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
1,961
|
|
|
1,951
|
|
|
2,080
|
|
|
2,061
|
|
||||
with unrecognized gains
|
|
|
15,532
|
|
|
15,591
|
|
|
3,334
|
|
|
3,339
|
|
||||
Total Corporate notes
|
Level 2
|
|
20,472
|
|
|
20,502
|
|
|
20,052
|
|
|
19,916
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
554
|
|
|
550
|
|
|
1,742
|
|
|
1,725
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
361
|
|
|
358
|
|
|
301
|
|
|
298
|
|
||||
with unrecognized gains
|
|
|
2,696
|
|
|
2,712
|
|
|
1,435
|
|
|
1,441
|
|
||||
Total Municipal notes
|
Level 2
|
|
3,611
|
|
|
3,620
|
|
|
3,478
|
|
|
3,464
|
|
||||
|
|
|
$
|
32,579
|
|
|
$
|
32,661
|
|
|
$
|
32,975
|
|
|
$
|
32,815
|
|
|
June 30, 2016
|
||||||||||||||||||
($ in thousands)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
1,079
|
|
|
$
|
671
|
|
|
$
|
4,510
|
|
|
$
|
169
|
|
|
$
|
6,429
|
|
U.S. Treasury and agency notes
|
100
|
|
|
1,234
|
|
|
579
|
|
|
143
|
|
|
2,056
|
|
|||||
Corporate notes
|
3,067
|
|
|
6,425
|
|
|
7,573
|
|
|
2,861
|
|
|
19,926
|
|
|||||
Municipal notes
|
775
|
|
|
940
|
|
|
1,605
|
|
|
230
|
|
|
3,550
|
|
|||||
|
$
|
5,021
|
|
|
$
|
9,270
|
|
|
$
|
14,267
|
|
|
$
|
3,403
|
|
|
$
|
31,961
|
|
|
December 31, 2015
|
||||||||||||||||||
($ in thousands)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
2,492
|
|
|
$
|
631
|
|
|
$
|
4,510
|
|
|
169
|
|
|
$
|
7,802
|
|
|
U.S. Treasury and agency notes
|
100
|
|
|
759
|
|
|
579
|
|
|
188
|
|
|
1,626
|
|
|||||
Corporate notes
|
4,572
|
|
|
6,525
|
|
|
6,462
|
|
|
1,881
|
|
|
19,440
|
|
|||||
Municipal notes
|
995
|
|
|
940
|
|
|
1,455
|
|
|
—
|
|
|
3,390
|
|
|||||
|
$
|
8,159
|
|
|
$
|
8,855
|
|
|
$
|
13,006
|
|
|
$
|
2,238
|
|
|
$
|
32,258
|
|
($ in thousands)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Real estate development
|
|
|
|
|
||||
Mountain Village
|
|
$
|
123,538
|
|
|
$
|
120,954
|
|
Centennial
|
|
87,217
|
|
|
84,194
|
|
||
Grapevine
|
|
20,669
|
|
|
18,285
|
|
||
Tejon Ranch Commerce Center
|
|
8,508
|
|
|
12,033
|
|
||
Real estate development
|
|
239,932
|
|
|
235,466
|
|
||
|
|
|
|
|
||||
Real estate and improvements - held for lease, net
|
|
|
|
|
||||
Tejon Ranch Commerce Center
|
|
21,263
|
|
|
19,783
|
|
||
Rancho Santa Fe and Other
|
|
4,242
|
|
|
4,242
|
|
||
Real estate and improvements - held for lease
|
|
25,505
|
|
|
24,025
|
|
||
Less accumulated depreciation
|
|
(2,271
|
)
|
|
(2,083
|
)
|
||
Real estate and improvements - held for lease, net
|
|
$
|
23,234
|
|
|
$
|
21,942
|
|
(in acre-feet, unaudited)
|
June 30, 2016
|
|
December 31, 2015
|
||
Banked water and water for future delivery
|
|
|
|
||
AVEK water bank
|
13,033
|
|
|
13,033
|
|
Company water bank
|
17,287
|
|
|
8,700
|
|
AVEK water for future delivery
|
2,362
|
|
|
2,362
|
|
Total Company and AVEK banked water
|
32,682
|
|
|
24,095
|
|
Transferable water*
|
9,061
|
|
|
14,786
|
|
Water Contracts
|
10,137
|
|
|
10,137
|
|
Total purchased water - third parties
|
51,880
|
|
|
49,018
|
|
WRMWSD - Contracts with Company
|
15,547
|
|
|
15,547
|
|
TCWD - Contracts with Company
|
5,749
|
|
|
5,749
|
|
TCWD - Banked water contracted to Company
|
33,390
|
|
|
34,496
|
|
Total purchased and contracted water sources in acre feet
|
106,566
|
|
|
104,810
|
|
($ in thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Banked water and water for future delivery
|
$
|
4,778
|
|
|
$
|
4,779
|
|
Transferable water
|
9,076
|
|
|
9,117
|
|
||
Water contracts
|
30,586
|
|
|
31,261
|
|
||
Total long-term water assets
|
44,440
|
|
|
45,157
|
|
||
less: Current portion
|
(1,351
|
)
|
|
(1,351
|
)
|
||
|
$
|
43,089
|
|
|
$
|
43,806
|
|
($ in thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accrued vacation
|
$
|
821
|
|
|
$
|
801
|
|
Accrued paid personal leave
|
556
|
|
|
585
|
|
||
Accrued bonus
|
1,041
|
|
|
1,549
|
|
||
Other
|
435
|
|
|
557
|
|
||
|
$
|
2,853
|
|
|
$
|
3,492
|
|
($ in thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Revolving line of credit
|
$
|
11,000
|
|
|
$
|
—
|
|
Term Note
|
70,000
|
|
|
70,000
|
|
||
Promissory note
|
4,089
|
|
|
4,215
|
|
||
Total short-term and long-term debt
|
85,089
|
|
|
74,215
|
|
||
Less: line-of-credit and current maturities of long-term debt
|
(13,503
|
)
|
|
(815
|
)
|
||
Less: deferred loan costs
|
(169
|
)
|
|
(177
|
)
|
||
Long-term debt, less current portion
|
$
|
71,417
|
|
|
$
|
73,223
|
|
($ in thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Pension liability (See Note 13)
|
$
|
2,413
|
|
|
$
|
2,263
|
|
Interest rate swap liability (See Note 10)
|
6,212
|
|
|
2,905
|
|
||
Supplemental executive retirement plan liability (See Note 13)
|
8,049
|
|
|
7,999
|
|
||
Other
|
169
|
|
|
84
|
|
||
Total
|
$
|
16,843
|
|
|
$
|
13,251
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||
Stock grants outstanding beginning of the year at target achievement
|
272,353
|
|
|
237,045
|
|
New stock grants/additional shares due to maximum achievement
|
245,781
|
|
|
114,221
|
|
Vested grants
|
(36,028
|
)
|
|
(52,436
|
)
|
Expired/forfeited grants
|
(524
|
)
|
|
(26,477
|
)
|
Stock grants outstanding June 30, 2016 at target achievement
|
481,582
|
|
|
272,353
|
|
($ in thousands)
|
Six Months Ended June 30,
|
||||||
Employee Plan:
|
2016
|
|
2015
|
||||
Expensed
|
$
|
1,768
|
|
|
$
|
1,488
|
|
Capitalized
|
139
|
|
|
68
|
|
||
|
1,907
|
|
|
1,556
|
|
||
NDSI Plan - Expensed
|
363
|
|
|
412
|
|
||
Total Stock Compensation Costs
|
$
|
2,270
|
|
|
$
|
1,968
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Rate
|
|
Fair Value
|
|
Notional Amount
|
October 15, 2014
|
|
October 5, 2024
|
|
Level 2
|
|
4.11%
|
|
$(6,212)
|
|
$70,000
|
|
|
Six Months Ended June 30,
|
||||||
($ in thousands)
|
|
2016
|
|
2015
|
||||
Cost components:
|
|
|
|
|
||||
Service cost-benefits earned during the period
|
|
$
|
(111
|
)
|
|
$
|
(133
|
)
|
Interest cost on projected benefit obligation
|
|
(203
|
)
|
|
(233
|
)
|
||
Expected return on plan assets
|
|
258
|
|
|
308
|
|
||
Net amortization and deferral
|
|
(92
|
)
|
|
(141
|
)
|
||
Total net periodic pension cost
|
|
$
|
(148
|
)
|
|
$
|
(199
|
)
|
|
|
Six Months Ended June 30,
|
||||||
($ in thousands)
|
|
2016
|
|
2015
|
||||
Cost components:
|
|
|
|
|
||||
Interest cost on projected benefit obligation
|
|
(161
|
)
|
|
(139
|
)
|
||
Net amortization and deferral
|
|
(172
|
)
|
|
(168
|
)
|
||
Total net periodic pension cost
|
|
$
|
(333
|
)
|
|
$
|
(307
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Pastoria Energy Facility Lease
|
$
|
860
|
|
|
$
|
894
|
|
|
$
|
1,731
|
|
|
$
|
1,792
|
|
Commercial leases
|
912
|
|
|
717
|
|
|
1,806
|
|
|
1,401
|
|
||||
Communication leases
|
198
|
|
|
187
|
|
|
394
|
|
|
392
|
|
||||
Landscaping and other
|
189
|
|
|
12
|
|
|
382
|
|
|
504
|
|
||||
Commercial/industrial revenues
|
2,159
|
|
|
1,810
|
|
|
4,313
|
|
|
4,089
|
|
||||
Equity in earnings from unconsolidated joint ventures
|
1,842
|
|
|
1,656
|
|
|
3,297
|
|
|
2,806
|
|
||||
Total commercial/industrial revenues and equity in earnings from unconsolidated joint ventures
|
4,001
|
|
|
3,466
|
|
|
7,610
|
|
|
6,895
|
|
||||
Net income from commercial/industrial and unconsolidated joint ventures
|
$
|
2,287
|
|
|
$
|
1,790
|
|
|
$
|
4,217
|
|
|
$
|
3,610
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Oil and gas
|
$
|
383
|
|
|
$
|
917
|
|
|
$
|
769
|
|
|
$
|
1,693
|
|
Water sales
|
1,810
|
|
|
1,172
|
|
|
9,601
|
|
|
10,165
|
|
||||
Rock aggregate
|
305
|
|
|
245
|
|
|
507
|
|
|
347
|
|
||||
Cement
|
369
|
|
|
301
|
|
|
629
|
|
|
543
|
|
||||
Land lease for oil exploration
|
25
|
|
|
17
|
|
|
126
|
|
|
104
|
|
||||
Reimbursable costs
|
295
|
|
|
—
|
|
|
295
|
|
|
—
|
|
||||
Total mineral resources revenues
|
3,187
|
|
|
2,652
|
|
|
11,927
|
|
|
12,852
|
|
||||
Income from mineral resources
|
$
|
1,387
|
|
|
$
|
1,929
|
|
|
$
|
5,434
|
|
|
$
|
6,435
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Almonds
|
$
|
359
|
|
|
$
|
663
|
|
|
$
|
1,344
|
|
|
$
|
3,379
|
|
Pistachios
|
59
|
|
|
514
|
|
|
258
|
|
|
763
|
|
||||
Hay and other
|
84
|
|
|
146
|
|
|
121
|
|
|
252
|
|
||||
Total farming revenues
|
502
|
|
|
1,323
|
|
|
1,723
|
|
|
4,394
|
|
||||
(Loss) income from farming
|
$
|
(848
|
)
|
|
$
|
79
|
|
|
$
|
(1,133
|
)
|
|
$
|
807
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Game management
|
$
|
373
|
|
|
$
|
593
|
|
|
$
|
852
|
|
|
$
|
1,117
|
|
Grazing
|
523
|
|
|
524
|
|
|
773
|
|
|
911
|
|
||||
Filming and other
|
105
|
|
|
98
|
|
|
214
|
|
|
270
|
|
||||
Total ranch operations revenues
|
1,001
|
|
|
1,215
|
|
|
1,839
|
|
|
2,298
|
|
||||
(Loss) income from ranch operations
|
$
|
(541
|
)
|
|
$
|
(204
|
)
|
|
$
|
(1,050
|
)
|
|
$
|
(714
|
)
|
•
|
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
June 30, 2016
, the Company had an equity investment balance of
$18,703,000
in this joint venture.
|
•
|
Rockefeller Joint Ventures - The Company has
three
joint ventures with Rockefeller Group Development Corporation or Rockefeller. At
June 30, 2016
, the Company’s combined equity investment balance in these three joint ventures was
$14,729,000
.
|
◦
|
Two
joint ventures are for the development of buildings on approximately
91
acres and are part of an agreement for the potential development of up to
500
acres of land in TRCC 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 to Dollar General which has now been extended to April 2022, and includes an option to extend for an additional three years. For operating revenue, please see the following table. The Five West Parcel joint venture currently has an outstanding term loan with a balance of
$10,520,000
that matures on May 5, 2022. The Company and Rockefeller guarantee the performance of the debt. The second of these joint ventures, 18-19 West LLC, was formed in August 2009 through the contribution of
61.5
acres of land by the Company, which is being held for future development. Both of these joint ventures are being accounted for under the equity method due to both members having significant participating rights in the management of the ventures.
|
◦
|
The third joint venture is the TRCC/Rock Outlet Center LLC joint venture that was formed during the second quarter of 2013 to develop, own, and manage a
326,000
square foot outlet center on land at TRCC-East. The cost of the outlet center was approximately
$87,000,000
and was funded through a construction loan for up to
60%
of the costs and the remaining
40%
was through equity contributions from the
two
members. The Company controls
50%
of the voting interests of TRCC/Rock Outlet Center LLC, thus it does not control by voting interest alone. The Company is the named managing member, as such we considered the presumption that a managing member controls the limited liability company. The managing member's responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during development and operations, including the setting and monitoring of the budget, leasing, marketing, financing and selection of the contractor for any of the project's construction, are jointly made by both members of the joint venture. Therefore, the Company concluded that both members have significant participating rights that are sufficient to overcome the presumption of the Company controlling the joint venture through it being named the managing member. Therefore, the investment in TRCC/Rock Outlet Center LLC is being accounted for under the equity method. The TRCC/Rock Outlet Center LLC joint venture is separate from the aforementioned agreement to potentially develop up to
500
acres of land in TRCC. During the fourth quarter of 2013, the TRCC/Rock Outlet Center LLC joint venture entered into a construction line of credit agreement with a financial institution for
$52,000,000
that, as of
June 30, 2016
, had an outstanding balance of
$51,339,000
. The Company and Rockefeller guarantee the performance of the debt.
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC is a joint venture with TRI Pointe Homes (formerly Pardee Homes), Lewis Investment Company, and CalAtlantic Group Inc. (formerly Standard Pacific Corp.) that was organized to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC and the change in control and funding that resulted from the amended agreement, Centennial Founders, LLC qualified as a VIE, beginning in the third quarter of 2009 and the Company was determined to be the primary beneficiary. As a result, Centennial Founders, LLC has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. At
June 30, 2016
the Company had a
76.32%
ownership position in Centennial Founders, LLC.
|
|
Unconsolidated
|
|
Consolidated
|
||||||||||||||||||||
($ in thousands)
|
Petro Travel Plaza Holdings
|
|
Five West Parcel LLC
|
|
18-19 West LLC
|
|
TRCC/Rock Outlet Center
1
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Revenues
|
48,052
|
|
|
1,484
|
|
|
4
|
|
|
4,755
|
|
|
54,295
|
|
|
72
|
|
||||||
Net income (loss)
|
$
|
5,129
|
|
|
$
|
549
|
|
|
$
|
(72
|
)
|
|
$
|
(37
|
)
|
|
$
|
5,569
|
|
|
$
|
(225
|
)
|
Partner’s share of net income (loss)
|
$
|
2,052
|
|
|
$
|
274
|
|
|
$
|
(36
|
)
|
|
$
|
(18
|
)
|
|
$
|
2,272
|
|
|
$
|
(54
|
)
|
Equity in earnings (loss)
|
$
|
3,077
|
|
|
$
|
275
|
|
|
$
|
(36
|
)
|
|
$
|
(19
|
)
|
|
$
|
3,297
|
|
|
$
|
—
|
|
|
Unconsolidated
|
|
Consolidated
|
||||||||||||||||||||
($ in thousands)
|
Petro Travel Plaza Holdings
|
|
Five West Parcel LLC
|
|
18-19 West LLC
|
|
TRCC/Rock Outlet Center
1
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Revenues
|
$
|
55,180
|
|
|
$
|
1,856
|
|
|
$
|
13
|
|
|
$
|
4,305
|
|
|
$
|
61,354
|
|
|
$
|
205
|
|
Net income (loss)
|
$
|
4,583
|
|
|
$
|
472
|
|
|
$
|
(59
|
)
|
|
$
|
(301
|
)
|
|
$
|
4,695
|
|
|
$
|
(175
|
)
|
Partner’s share of net income (loss)
|
$
|
1,833
|
|
|
$
|
236
|
|
|
$
|
(30
|
)
|
|
$
|
(150
|
)
|
|
$
|
1,889
|
|
|
$
|
(45
|
)
|
Equity in earnings (loss)
|
$
|
2,751
|
|
|
$
|
236
|
|
|
$
|
(30
|
)
|
|
$
|
(151
|
)
|
|
$
|
2,806
|
|
|
$
|
—
|
|
|
|
Unconsolidated
|
|
Consolidated
|
||||||||||||||||||||
($ in thousands)
|
|
Petro Travel Plaza Holdings
|
|
Five West Parcel LLC
|
|
18-19 West LLC
|
|
TRCC/Rock Outlet Center
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Current assets
|
|
$
|
14,433
|
|
|
$
|
2,533
|
|
|
$
|
61
|
|
|
$
|
6,913
|
|
|
$
|
23,940
|
|
|
$
|
46
|
|
Real Estate
|
|
54,763
|
|
|
13,358
|
|
|
4,617
|
|
|
63,826
|
|
|
136,564
|
|
|
84,284
|
|
||||||
Other assets
|
|
170
|
|
|
313
|
|
|
—
|
|
|
18,387
|
|
|
18,870
|
|
|
5
|
|
||||||
Long-term debt
|
|
(14,500
|
)
|
|
(10,520
|
)
|
|
—
|
|
|
(51,339
|
)
|
|
(76,359
|
)
|
|
—
|
|
||||||
Other liabilities
|
|
(3,027
|
)
|
|
(122
|
)
|
|
—
|
|
|
(934
|
)
|
|
(4,083
|
)
|
|
(1,483
|
)
|
||||||
Net assets
|
|
$
|
51,839
|
|
|
$
|
5,562
|
|
|
$
|
4,678
|
|
|
$
|
36,853
|
|
|
$
|
98,932
|
|
|
$
|
82,852
|
|
|
|
Unconsolidated
|
|
Consolidated
|
||||||||||||||||||||
($ in thousands)
|
|
Petro Travel Plaza Holdings
|
|
Five West Parcel LLC
|
|
18-19 West LLC
|
|
TRCC/Rock Outlet Center
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Current assets
|
|
$
|
12,013
|
|
|
$
|
3,277
|
|
|
$
|
23
|
|
|
$
|
4,733
|
|
|
$
|
20,046
|
|
|
$
|
230
|
|
Real Estate
|
|
52,296
|
|
|
13,704
|
|
|
4,617
|
|
|
64,842
|
|
|
135,459
|
|
|
81,742
|
|
||||||
Other assets
|
|
264
|
|
|
297
|
|
|
—
|
|
|
19,714
|
|
|
20,275
|
|
|
9
|
|
||||||
Long-term debt
|
|
(14,973
|
)
|
|
(10,725
|
)
|
|
—
|
|
|
(51,557
|
)
|
|
(77,255
|
)
|
|
—
|
|
||||||
Other liabilities
|
|
(2,890
|
)
|
|
(340
|
)
|
|
—
|
|
|
(841
|
)
|
|
(4,071
|
)
|
|
(754
|
)
|
||||||
Net assets
|
|
$
|
46,710
|
|
|
$
|
6,213
|
|
|
$
|
4,640
|
|
|
$
|
36,891
|
|
|
$
|
94,454
|
|
|
$
|
81,227
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (loss) income
|
|
$
|
(728
|
)
|
|
$
|
377
|
|
|
$
|
467
|
|
|
$
|
1,978
|
|
Interest, net
|
|
(134
|
)
|
|
(157
|
)
|
|
(266
|
)
|
|
(312
|
)
|
||||
Income tax (benefit) expense
|
|
(380
|
)
|
|
36
|
|
|
232
|
|
|
898
|
|
||||
Depreciation and amortization
|
|
1,444
|
|
|
1,333
|
|
|
2,810
|
|
|
2,431
|
|
||||
EBITDA
|
|
$
|
202
|
|
|
$
|
1,589
|
|
|
$
|
3,243
|
|
|
$
|
4,995
|
|
Stock compensation expense
|
|
1,158
|
|
|
947
|
|
|
2,131
|
|
|
1,900
|
|
||||
Adjusted EBITDA
|
|
$
|
1,360
|
|
|
$
|
2,536
|
|
|
$
|
5,374
|
|
|
$
|
6,895
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Operating activities
|
|
$
|
(3,697
|
)
|
|
$
|
1,633
|
|
Investing activities
|
|
$
|
(7,931
|
)
|
|
$
|
(3,615
|
)
|
Financing activities
|
|
$
|
10,560
|
|
|
$
|
(3,545
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
One Year or Less
|
|
Years 2-3
|
|
Years 4-5
|
|
Thereafter
|
||||||||||
CONTRACTUAL OBLIGATIONS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated water payments
|
$
|
271,881
|
|
|
$
|
8,240
|
|
|
$
|
16,917
|
|
|
$
|
17,527
|
|
|
$
|
229,197
|
|
Long-term debt
|
74,089
|
|
|
2,503
|
|
|
7,672
|
|
|
8,367
|
|
|
55,547
|
|
|||||
Interest on long-term debt
|
19,942
|
|
|
3,003
|
|
|
5,548
|
|
|
4,885
|
|
|
6,506
|
|
|||||
Revolving line of credit borrowings
|
11,000
|
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash contract commitments
|
4,718
|
|
|
2,509
|
|
|
1,138
|
|
|
—
|
|
|
1,071
|
|
|||||
Defined Benefit Plan
|
2,834
|
|
|
94
|
|
|
417
|
|
|
508
|
|
|
1,815
|
|
|||||
SERP
|
4,601
|
|
|
437
|
|
|
1,000
|
|
|
980
|
|
|
2,184
|
|
|||||
Tejon Ranch Conservancy
|
4,400
|
|
|
800
|
|
|
1,600
|
|
|
1,600
|
|
|
400
|
|
|||||
Financing fees and interest
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
393,628
|
|
|
$
|
28,749
|
|
|
$
|
34,292
|
|
|
$
|
33,867
|
|
|
$
|
296,720
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$5,050
|
|
$9,407
|
|
$14,575
|
|
$3,547
|
|
—
|
|
—
|
|
32,579
|
|
$32,661
|
Weighted average interest rate
|
1.21%
|
|
1.30%
|
|
1.60%
|
|
1.77%
|
|
—
|
|
—
|
|
1.47%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving line of credit
|
$11,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$11,000
|
|
$11,000
|
Weighted average interest rate
|
1.95%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.95%
|
|
|
Long-term debt ($4.75M note)
|
$129
|
|
$266
|
|
$277
|
|
$289
|
|
$302
|
|
$2,826
|
|
$4,089
|
|
$4,089
|
Weighted average interest rate
|
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
|
|
$3,881
|
|
$54,887
|
|
$70,000
|
|
$70,000
|
Weighted average interest rate
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
4.11%
|
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$8,257
|
|
$9,068
|
|
$13,315
|
|
$2,335
|
|
—
|
|
—
|
|
$32,975
|
|
$32,815
|
Weighted average interest rate
|
1.14%
|
|
1.54%
|
|
1.89%
|
|
2.16%
|
|
—
|
|
—
|
|
1.40%
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt ($4.75M note)
|
$255
|
|
$266
|
|
$277
|
|
$289
|
|
$302
|
|
$2,826
|
|
$4,215
|
|
$4,215
|
Weighted average interest rate
|
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
|
|
$3,881
|
|
$54,887
|
|
$70,000
|
|
$70,000
|
Weighted average interest rate
|
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
|
•
|
Tejon and Majestic will each contribute $125,000 as initial equity toward the purchase of 651,909 square foot building. The purchase price of the building is $38.00 per square foot. Additional capital needed toward the purchase of the building will be determined once acquisition financing is in place.
|
•
|
Future capital needs will be shared 50/50.
|
•
|
The LLC is a 50/50 venture with Majestic being designated as the managing member.
|
•
|
Cash distributions are in proportion to each member’s respective capital accounts.
|
|
|
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 Pastoria Energy Facility L.L.C.
|
|
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
|
|
|
Amendments to Lease Agreement with Pastoria Energy Facility L.L.C.
|
|
FN 22
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
|
Water Supply Agreement with Pastoria Energy Facility L.L.C.
|
|
FN 23
|
|
|
|
|
|
|
|
|
|
|
10.36
|
|
|
*Separation Agreement - Gregory J. Tobias
|
|
FN 24
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
|
Limited Liability Agreement of TRC-MRC 2, LLC
|
|
FN 25
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
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.
|
FN 25
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.36 to our Quarterly Report on Form 10-Q for the period ending June 30, 2016, is incorporated herein by reference.
|
TEJON RANCH CO.
|
(The Company)
|
|
|
/s/ Allen E. Lyda
|
Allen E. Lyda
|
Executive Vice President, Chief Financial Officer and Corporate Treasurer
|
|
|
/s/ Robert D. Velasquez
|
Robert D. Velasquez
|
Vice President of Finance, Chief Accounting Officer
|
|
LIMITED LIABILITY COMPANY AGREEMENT
OF
TRC-MRC 2, LLC
|
1116763.08/OC
373745-00002/8-8-16/pdo/agt
|
|
|
ARTICLE I
|
|
FORMATION
|
1
|
1.01
|
|
Formation
|
1
|
1.02
|
|
Names and Addresses
|
1
|
1.03
|
|
Nature of Business
|
1
|
1.04
|
|
Term of Company
|
2
|
ARTICLE II
|
|
MANAGEMENT OF THE COMPANY
|
2
|
2.01
|
|
Formation of Executive Committee
|
2
|
2.02
|
|
Committee Procedures
|
2
|
2.03
|
|
Administrative Member
|
5
|
2.04
|
|
Approval of Major Decisions
|
5
|
2.05
|
|
Consents and Approvals
|
9
|
2.06
|
|
Approved Business Plan
|
9
|
2.07
|
|
Operating Budget
|
10
|
2.08
|
|
Marketing and Leasing Management
|
10
|
2.09
|
|
Property Management
|
11
|
2.1
|
|
Authority with Respect to the Affiliate Agreements
|
11
|
2.11
|
|
Election, Resignation, Removal of the Administrative or Property Manager Member
|
11
|
2.12
|
|
Officers
|
13
|
2.13
|
|
Management Fees
|
14
|
2.14
|
|
Treatment of Payments
|
14
|
2.15
|
|
Reimbursement and Fees
|
14
|
2.16
|
|
Insurance
|
15
|
ARTICLE III
|
|
MEMBERS' CONTRIBUTIONS TO COMPANY
|
15
|
3.01
|
|
Initial Capital Contributions of the Members
|
15
|
3.02
|
|
Additional Capital Contributions
|
15
|
3.03
|
|
Remedy for Failure to Contribute Capital
|
15
|
3.04
|
|
Financing
|
19
|
3.05
|
|
Agreement to Provide Guarantees and Indemnification
|
20
|
3.06
|
|
Capital Contributions in General
|
21
|
ARTICLE IV
|
|
ALLOCATION OF PROFITS AND LOSSES
|
21
|
4.01
|
|
Net Losses
|
21
|
4.02
|
|
Net Profits
|
21
|
4.03
|
|
Special Allocations
|
22
|
4.04
|
|
Curative Allocations
|
22
|
4.05
|
|
Differing Tax Basis; Tax Allocation
|
23
|
ARTICLE V
|
|
DISTRIBUTION OF CASH FLOW
|
23
|
5.01
|
|
Cash Flow
|
23
|
5.02
|
|
Limitations on Distributions
|
23
|
5.03
|
|
Withholding
|
23
|
5.04
|
|
In-Kind Distribution
|
23
|
ARTICLE VI
|
|
RESTRICTIONS ON TRANSFERS OF COMPANY INTERESTS
|
24
|
6.01
|
|
Limitations on Transfer
|
24
|
6.02
|
|
Permitted Transfers
|
24
|
6.03
|
|
Admission of Substituted Members
|
26
|
6.04
|
|
Election; Allocations between Transferor and Transferee
|
26
|
6.05
|
|
Partition
|
27
|
6.06
|
|
Waiver of Withdrawal and Purchase Rights
|
27
|
6.07
|
|
No Appraisal Rights
|
27
|
6.08
|
|
Foreclosure of Interest
|
27
|
ARTICLE VII
|
|
MEMBER DEFAULT
|
28
|
7.01
|
|
Default Events
|
28
|
7.02
|
|
Rights Arising From a Default Event
|
29
|
7.03
|
|
Determination of Defaulting Member's Purchase Price
|
29
|
7.04
|
|
Non-Defaulting Members' Option
|
31
|
7.05
|
|
Closing Adjustments
|
31
|
7.06
|
|
Closing of Purchase and Sale
|
31
|
7.07
|
|
Representations and Warranties
|
32
|
7.08
|
|
Payment of Defaulting Member's Purchase Price
|
32
|
7.09
|
|
Repayment of Default Loans
|
32
|
7.1
|
|
Release and Indemnity
|
33
|
7.11
|
|
Withdrawal of the Defaulting Member
|
33
|
7.12
|
|
Distribution of Reserves
|
33
|
ARTICLE VIII
|
|
ELECTIVE BUY/SELL AGREEMENT
|
34
|
8.01
|
|
Buy/Sell Election
|
34
|
8.02
|
|
Determination of the Purchase Price
|
34
|
8.03
|
|
Non-Electing Member's Option
|
34
|
8.04
|
|
Deposit
|
35
|
8.05
|
|
Closing Adjustments
|
36
|
8.06
|
|
Closing of Purchase and Sale
|
36
|
8.07
|
|
Representations and Warranties
|
36
|
8.08
|
|
Repayment of Default Loans
|
37
|
8.09
|
|
Release and Indemnity
|
37
|
8.1
|
|
Interim Event of Default
|
37
|
8.11
|
|
Application of Provisions
|
38
|
ARTICLE IX
|
|
REPRESENTATIONS, WARRANTIES, COVENANTS AND OTHER MATTERS
|
38
|
9.01
|
|
Tejon Representations
|
38
|
9.02
|
|
Majestic Representations
|
40
|
9.03
|
|
Brokerage Fee Representation and Indemnity
|
42
|
9.04
|
|
Investment Representations
|
42
|
9.05
|
|
Indemnification Obligations
|
43
|
9.06
|
|
Survival of Representations, Warranties and Covenants
|
44
|
ARTICLE X
|
|
LIABILITY, EXCULPATION, RESTRICTIONS ON COMPETITION, FIDUCIARY DUTIES AND INDEMNIFICATION
|
44
|
10.01
|
|
Liability for Company Claims
|
44
|
10.02
|
|
Exculpation, Indemnity and Reliance on Information
|
44
|
10.03
|
|
Limitation on Liability
|
45
|
10.04
|
|
Activities of the Members and Their Affiliates
|
46
|
10.05
|
|
Fiduciary Duties
|
46
|
10.06
|
|
Non-Exclusivity of Rights
|
47
|
10.07
|
|
Amendment or Repeal
|
47
|
10.08
|
|
Insurance
|
47
|
ARTICLE XI
|
|
BOOKS AND RECORDS
|
47
|
11.01
|
|
Books of Account and Bank Accounts
|
47
|
11.02
|
|
Tax Returns
|
48
|
ARTICLE XII
|
|
DISSOLUTION AND WINDING UP OF THE COMPANY
|
49
|
12.01
|
|
Events Causing Dissolution of the Company
|
49
|
12.02
|
|
Winding Up of the Company
|
50
|
12.03
|
|
Negative Capital Account Restoration
|
51
|
ARTICLE XIII
|
|
MISCELLANEOUS
|
51
|
13.01
|
|
Amendments
|
51
|
13.02
|
|
Waiver of Conflict Interest
|
51
|
13.03
|
|
Partnership Intended Solely for Tax Purposes
|
51
|
13.04
|
|
Notices
|
52
|
13.05
|
|
Construction of Agreement
|
52
|
13.06
|
|
Counterparts
|
52
|
13.07
|
|
Attorneys' Fees
|
53
|
13.08
|
|
Approval Standard
|
53
|
13.09
|
|
Further Acts
|
53
|
13.1
|
|
Preservation of Intent
|
53
|
13.11
|
|
Waiver
|
53
|
13.12
|
|
Entire Agreement
|
54
|
13.13
|
|
Choice of Law
|
54
|
13.14
|
|
No Third-Party Beneficiaries
|
54
|
13.15
|
|
Successors and Assigns
|
54
|
13.16
|
|
No Usury
|
54
|
13.17
|
|
Venue
|
55
|
13.18
|
|
Dispute Resolution
|
55
|
13.19
|
|
Timing
|
58
|
13.2
|
|
Remedies for Breach of this Agreement
|
58
|
13.21
|
|
Survivability of Representations and Warranties
|
58
|
13.22
|
|
Reasonableness of Rights and Remedies
|
58
|
13.23
|
|
Force Majeure
|
59
|
ARTICLE XIV
|
|
DEFINITIONS
|
59
|
14.01
|
|
Accountant's Notice
|
59
|
14.02
|
|
Accounting Firm
|
59
|
14.03
|
|
Acquisition Loan
|
59
|
14.04
|
|
Actual Knowledge of Majestic
|
59
|
14.05
|
|
Actual Knowledge of Tejon
|
59
|
14.06
|
|
Adjusted Accountant's Notice
|
60
|
14.07
|
|
Adjusted Capital Account
|
60
|
14.08
|
|
Adjusted Price Determination Notice
|
60
|
14.09
|
|
Administrative Member
|
60
|
14.1
|
|
Affiliate
|
60
|
14.11
|
|
Affiliate Agreements
|
60
|
14.12
|
|
Affiliated Parties
|
60
|
14.13
|
|
Agreement
|
60
|
14.14
|
|
Appraised Value
|
60
|
14.15
|
|
Approved Business Plan
|
61
|
14.16
|
|
Arbitration Notice
|
61
|
14.17
|
|
Book Basis
|
61
|
14.18
|
|
Brown
|
61
|
14.19
|
|
Business Day
|
61
|
14.2
|
|
California Act
|
61
|
14.21
|
|
Capital Account
|
61
|
14.22
|
|
Capital Call Notice
|
62
|
14.23
|
|
Cash Flow
|
62
|
14.24
|
|
Certificates
|
62
|
14.25
|
|
Code
|
62
|
14.26
|
|
Company
|
62
|
14.27
|
|
Contributing Member
|
62
|
14.28
|
|
Contributing Party
|
62
|
14.29
|
|
Contribution Date
|
62
|
14.3
|
|
Covered Persons
|
63
|
14.31
|
|
Default Events
|
63
|
14.32
|
|
Default Loan
|
63
|
14.33
|
|
Default Notice
|
63
|
14.34
|
|
Defaulting Member
|
63
|
14.35
|
|
Defaulting Member's Purchase Price
|
63
|
14.36
|
|
Delaware Act
|
63
|
14.37
|
|
Delinquent Contribution
|
63
|
14.38
|
|
Deposit
|
63
|
14.39
|
|
Dilution Percentage
|
63
|
14.4
|
|
Effective Date
|
63
|
14.41
|
|
Electing Member
|
63
|
14.42
|
|
Election Notice
|
64
|
14.43
|
|
Enforceability Exceptions
|
64
|
14.44
|
|
Executive Committee
|
64
|
14.45
|
|
FAA
|
64
|
14.46
|
|
Fiscal Year
|
64
|
14.47
|
|
Force Majeure Delay
|
64
|
14.48
|
|
Gross Asset Value
|
64
|
14.49
|
|
Guarantor(s)
|
65
|
14.5
|
|
Hypothetical Distribution
|
65
|
14.51
|
|
Impasse Event
|
65
|
14.52
|
|
Improvements
|
65
|
14.53
|
|
Initial Contribution
|
65
|
14.54
|
|
Interest
|
65
|
14.55
|
|
JAMS
|
65
|
14.56
|
|
Just Cause Event
|
65
|
14.57
|
|
Lender(s)
|
65
|
14.58
|
|
Liquidation
|
66
|
14.59
|
|
Loan Documents
|
66
|
14.6
|
|
Loans
|
66
|
14.61
|
|
Lockout Date
|
66
|
14.62
|
|
Losses
|
66
|
14.63
|
|
Lyda
|
66
|
14.64
|
|
Majestic
|
66
|
14.65
|
|
Majestic Group
|
66
|
14.66
|
|
Major Decisions
|
66
|
14.67
|
|
Management Fee
|
66
|
14.68
|
|
Marketing Plan
|
66
|
14.69
|
|
McMahon
|
67
|
14.7
|
|
Member(s)
|
67
|
14.71
|
|
MRC
|
67
|
14.72
|
|
Net Profits and Net Losses
|
67
|
14.73
|
|
Non-Contributing Member
|
67
|
14.74
|
|
Non-Contributing Party
|
67
|
14.75
|
|
Non-Defaulting Member
|
67
|
14.76
|
|
Non-Electing Member
|
67
|
14.77
|
|
Nonrecourse Parties
|
67
|
14.78
|
|
Obligated Member
|
68
|
14.79
|
|
OFAC
|
68
|
14.8
|
|
Officers
|
68
|
14.81
|
|
Operating Budget
|
68
|
14.82
|
|
Partially Adjusted Capital Account
|
68
|
14.83
|
|
Percentage Interest
|
68
|
14.84
|
|
Permanent Loan
|
68
|
14.85
|
|
Permitted Transferees
|
68
|
14.86
|
|
Person
|
68
|
14.87
|
|
Price Determination Notice
|
68
|
14.88
|
|
Pro Rata Share
|
69
|
14.89
|
|
Project
|
69
|
14.9
|
|
Property
|
69
|
14.91
|
|
Property Manager Member
|
69
|
14.92
|
|
Purchase Notice
|
69
|
14.93
|
|
Purchase Price
|
69
|
14.94
|
|
Quorum
|
69
|
14.95
|
|
Real Estate Assets
|
69
|
14.96
|
|
Regulatory Allocations
|
69
|
14.97
|
|
Removal Notice
|
69
|
14.98
|
|
Representative(s)
|
69
|
14.99
|
|
Response Period
|
69
|
14.1
|
|
Roski
|
70
|
14.101
|
|
Roski Family
|
70
|
14.102
|
|
Rules
|
70
|
14.103
|
|
Securities Acts
|
70
|
14.104
|
|
Shortfall
|
70
|
14.105
|
|
Stated Value
|
70
|
14.106
|
|
Target Capital Account
|
70
|
14.107
|
|
Tejon
|
70
|
14.108
|
|
Tejon Group
|
70
|
14.109
|
|
Transfer
|
70
|
14.11
|
|
Treasury Regulation
|
71
|
14.111
|
|
Unreturned Contribution Account
|
71
|
Exhibit "A"
|
Names, Addresses, Percentage Interests and Initial Cash Contributions of the Members
|
Exhibit "B"
|
Legal Description of the Property
|
Exhibit "C"
|
Approved Business Plan
|
Exhibit "D"
|
Right of First Refusal
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
1
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
2
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
3
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
4
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
5
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
6
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
7
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
8
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
9
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
10
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
11
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
12
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
13
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
14
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
15
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
16
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
17
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
18
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
19
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
20
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
21
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
22
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
23
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
24
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
25
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
26
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
27
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
28
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
29
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
30
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
31
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
32
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
33
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
34
|
|
/s/ HM, /s/ GB
INITIALS OF TEJON
|
/s/ BT, /s/ TS, /s/ ER
INITIALS OF MAJESTIC
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
35
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
36
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
37
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
38
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
39
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
40
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
41
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
42
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
43
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
44
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
45
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
46
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
47
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
48
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
49
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
50
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
51
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
52
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
53
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
54
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
55
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
56
|
|
/s/ HM, /s/ GB
INITIALS OF TEJON |
/s/ BT, /s/ TS, /s/ ER
INITIALS OF MAJESTIC |
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
57
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
58
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
59
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
60
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
61
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
62
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
63
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
64
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
65
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
66
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
67
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
68
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
69
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
70
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
71
|
|
"
Tejon
"
|
TEJON ENERGY LLC,
a California limited liability company |
By:
|
/s/ Gregory S. Bielli
|
By:
|
/s/ Hugh F. McMahon IV
|
"
Majestic
"
|
MAJESTIC TEJON II, LLC,
a Delaware limited liability company |
By:
|
Majestic Realty Company,
a California corporation Its Manager |
By:
|
/s/ EDWARD P. ROSKI, JR.
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
72
|
|
Member
|
Percentage
Interest |
Initial Cash
Contribution |
Tejon Energy LLC
P.O. Box 1000 Lebec, CA 93243
Attn.: Allen Lyda and Hugh McMahon
|
50.0%
|
$125,000
|
Majestic Tejon II, LLC
13191 Crossroads Parkway North, 6th Floor
City of Industry, CA 91746-3497
Attn.: Edward P. Roski, Jr. and
Brett A. Tremaine
|
50.0%
|
$125,000
|
Totals
|
______
100.0%
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
EXHIBIT "A"
-1-
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
EXHIBIT "B"
-1-
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
EXHIBIT "B"
-2-
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
EXHIBIT "C"
-1-
|
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
EXHIBIT "D"
- 1 - |
|
1116763.08/OC
373745-00002/0-0-00/pdo/agt
|
EXHIBIT "D"
2 |
|
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:
|
August 9, 2016
|
/s/ Gregory S. Bielli
|
|
|
|
|
Gregory S. Bielli
|
|
|
|
President and 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:
|
August 9, 2016
|
/s/ Allen E. Lyda
|
|
|
|
Allen E. Lyda
|
|
|
|
Executive Vice President, Chief Financial Officer and Corporate Treasurer
|
•
|
The Quarterly Report of the Company on Form 10-Q for the period ended
2016
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:
|
August 9, 2016
|
|
|
|
|
/s/ Gregory S. Bielli
|
|
|
Gregory S. Bielli
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Allen E. Lyda
|
|
|
Allen E. Lyda
|
|
|
Executive Vice President, Chief Financial Officer and Corporate Treasurer
|
|