x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2019
|
OR
|
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to Commission File Number: 1-07183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues and Other Income
|
|
|
|
|
|
|
||||||
Real Estate—Commercial/Industrial
|
|
$
|
16,792
|
|
|
$
|
8,970
|
|
|
$
|
9,001
|
|
Mineral Resources
|
|
9,791
|
|
|
14,395
|
|
|
5,983
|
|
|||
Farming
|
|
19,331
|
|
|
18,563
|
|
|
16,434
|
|
|||
Ranch operations
|
|
3,609
|
|
|
3,691
|
|
|
3,837
|
|
|||
Segment revenues
|
|
49,523
|
|
|
45,619
|
|
|
35,255
|
|
|||
Investment income
|
|
1,239
|
|
|
1,344
|
|
|
462
|
|
|||
Revenues and other income
|
|
50,762
|
|
|
46,963
|
|
|
35,717
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
16,575
|
|
|
3,834
|
|
|
4,227
|
|
|||
Total revenues and other income (1)
|
|
$
|
67,337
|
|
|
$
|
50,797
|
|
|
$
|
39,944
|
|
Segment Profits (Losses) and Net Income
|
|
|
|
|
|
|
||||||
Real Estate—Commercial/Industrial
|
|
$
|
3,831
|
|
|
$
|
2,724
|
|
|
$
|
2,472
|
|
Real Estate—Resort/Residential
|
|
(2,247
|
)
|
|
(1,530
|
)
|
|
(1,955
|
)
|
|||
Mineral Resources
|
|
3,973
|
|
|
8,172
|
|
|
3,019
|
|
|||
Farming
|
|
4,080
|
|
|
2,535
|
|
|
233
|
|
|||
Ranch operations
|
|
(1,707
|
)
|
|
(1,760
|
)
|
|
(1,574
|
)
|
|||
Segment profits (2)
|
|
7,930
|
|
|
10,141
|
|
|
2,195
|
|
|||
Investment income
|
|
1,239
|
|
|
1,344
|
|
|
462
|
|
|||
Other loss
|
|
(1,824
|
)
|
|
(59
|
)
|
|
(275
|
)
|
|||
Corporate expenses
|
|
(9,361
|
)
|
|
(9,705
|
)
|
|
(9,713
|
)
|
|||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures
|
|
(2,016
|
)
|
|
1,721
|
|
|
(7,331
|
)
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
16,575
|
|
|
3,834
|
|
|
4,227
|
|
|||
Income (loss) before income taxes
|
|
14,559
|
|
|
5,555
|
|
|
(3,104
|
)
|
|||
Income tax expense (benefit)
|
|
3,980
|
|
|
1,320
|
|
|
(1,283
|
)
|
|||
Net income (loss)
|
|
10,579
|
|
|
4,235
|
|
|
(1,821
|
)
|
|||
Net loss attributable to non-controlling interest
|
|
(1
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
10,580
|
|
|
$
|
4,255
|
|
|
$
|
(1,797
|
)
|
Identifiable Assets by Segment (3)
|
|
|
|
|
|
|
||||||
Real estate—commercial/industrial
|
|
$
|
76,814
|
|
|
$
|
65,929
|
|
|
$
|
63,065
|
|
Real estate—resort/residential
|
|
286,801
|
|
|
273,620
|
|
|
258,697
|
|
|||
Mineral Resources
|
|
55,049
|
|
|
54,144
|
|
|
48,305
|
|
|||
Farming
|
|
41,258
|
|
|
40,835
|
|
|
36,317
|
|
|||
Ranch operations
|
|
2,624
|
|
|
2,973
|
|
|
3,625
|
|
|||
Corporate
|
|
76,876
|
|
|
91,547
|
|
|
108,190
|
|
|||
Total assets
|
|
$
|
539,422
|
|
|
$
|
529,048
|
|
|
$
|
518,199
|
|
(in square feet)
|
Industrial
|
Commercial Retail
|
Total entitlements received
|
19,300,941
|
956,309
|
Total entitlements used
|
5,296,669
|
637,695
|
Entitlements available
|
14,004,272
|
318,614
|
•
|
Mountain Village at Tejon Ranch, which has entitlement approvals, an approved tentative tract map for the first four phases of residential development and an approved commercial site plan for the first phase of commercial development;
|
•
|
Centennial at Tejon Ranch, which had entitlements approved in December 2018, a decision the Los Angeles County Board of Supervisors affirmed in April 2019, finalizing legislative approvals for the project;
|
•
|
Grapevine at Tejon Ranch, which is on land owned within Kern County, received entitlement approvals in 2016. On December 11, 2018, the Kern County Superior Court ruled we had to amend our EIR by preparing supplemental environmental documentation to further analyze the Grapevine project’s internal capture rate (ICR), which is the percent of vehicle trips remaining within the project. On December 10, 2019, the Kern County Board of Supervisors adopted the supplemental re-circulated EIR prepared in response to the court ruling and reapproved the development of Grapevine unanimously.
|
Community:
|
Mountain Village
|
Grapevine
|
Centennial
|
Resort
|
Location:
|
Kern County
|
Kern County
|
Los Angeles County
|
Residential
|
Project Status1:
|
Entitled
|
Entitled
|
Entitled
|
Total
|
Entitlement Area (acres):
|
26,417
|
8,010
|
12,323
|
46,750
|
Housing Units:
|
3,450
|
12,000
|
19,333
|
34,783
|
Commercial Development (sqft)2:
|
160,000
|
5,100,000
|
10,100,000
|
15,360,000
|
Open Areas (acres):
|
21,335
|
3,367
|
5,624
|
30,326
|
Costs to Date3:
|
$142,567
|
$34,813
|
$104,491
|
$281,871
|
•
|
Since 2008, the Company has voluntarily conserved 240,000 acres of its land covered by trees and other vegetation. A recent analysis conducted for the Company by Dudek Environmental Services determined that this acreage effectively sequesters 3.3 million tons of carbon. That equals the volume of carbon produced in a single year by 2.5 million passenger vehicles-10% of California’s 2019 passenger vehicle fleet.
|
•
|
Solar power is used significantly within TRCC. For example, in 2019 the Company installed a solar covered parking structure at the Outlets at Tejon. The structure covers 1.85 acres and is projected to offset 83% of the center’s electricity needs for shared spaces and produce 1,076,000 kWh of clean energy every year. In addition, the IKEA distribution center at TRCC features a 1.8 MW photovoltaic solar array covering 370,000 square feet of the warehouse’s rooftop. The system handles the power needs of IKEA’s distribution center and provides power into the electric grid as well.
|
•
|
The Company has entered into a lease with Calpine Energy, a power generating company, for the development of a 600-acre industrial-sized solar field. Located immediately adjacent to Calpine’s PEF, a natural gas and steam powered generating plant in the San Joaquin Valley portion of the Ranch, the solar array is expected to produce approximately 100 MW of power once fully operational.
|
•
|
The Company’s three master planned mixed use residential communities are also designed to make use of renewable energy sources:
|
◦
|
At Grapevine, 50% or more of its energy supply will be produced on site by renewable sources.
|
◦
|
All homes in Mountain Village will feature roof-top photovoltaic solar arrays.
|
◦
|
Centennial will be net zero-energy, with the entire community being powered with its own clean, renewable energy sources.
|
•
|
The Company has contracted with the San Joaquin Valley Unified Air Pollution Control District (“SJVUAPCD”) to pre-mitigate air emissions related to the Company’s current development at TRCC-East, and future development at Mountain Village and Grapevine. As of 2019, the SJVUAPCD had fully offset current air emissions at TRCC-East, as well as future emissions projected to occur at full build-out of the project.
|
•
|
Nearly two decades ago, the Company helped establish and has continuously supported Valley Clean Air Now (“VCAN”), a non-profit, 501(c)(3) public charity that advances quantifiable and voluntary solutions addressing air pollution in California’s San Joaquin Valley, a region with some of the worst air quality and highest poverty levels in the United States. The Company continues to support VCAN in its mission to improve public health and quality of life in disadvantaged communities located in the region.
|
◦
|
VCAN’s programs deliver $850 smog repair vouchers and $9,500 in down payment incentives to low-income residents in the region so they can replace high-polluting vehicles with used plug-in or hybrid cars.
|
◦
|
In the past five years, VCAN has helped more than 35,000 households improve their vehicle emissions by completing over 20,000 smog repairs and providing more than 26,000 smog repair vouchers. Additionally, VCAN’s vehicle replacement program has delivered more than 2,000 plug-in electric vehicles. Based on pre- and post-repair emission capture readings, VCAN’s vehicle repair and replacement work has generated 692 tons of oxides of nitrogen (also known as “NOx”), 71 tons of carbon monoxide, and 90 tons of hydro-carbon emission reductions.
|
•
|
At TRCC-East, all water used for irrigation purposes is reclaimed water from the water treatment plant. Landscaping at the Outlets at Tejon consists of drought-tolerant, native planting material.
|
•
|
Each of the Company’s master planned mixed use residential communities will feature state-of-the-art water conservation measures, reclaimed water for irrigation, stormwater capture, and drought-tolerant landscaping.
|
•
|
The Company’s agricultural operations use highly efficient drip irrigation to water its orchards and vineyards.
|
Name
|
|
Office
|
|
Held since
|
|
Age
|
Gregory S. Bielli
|
|
President and Chief Executive Officer, Director
|
|
2013
|
|
59
|
Allen E. Lyda
|
|
Executive Vice President and Chief Operating Officer
|
|
2019
|
|
62
|
Hugh McMahon
|
|
Executive Vice President, Real Estate
|
|
2014
|
|
53
|
Robert D. Velasquez
|
|
Senior Vice President, Chief Financial Officer
|
|
2019
|
|
53
|
Michael R.W. Houston
|
|
Senior Vice President, General Counsel
|
|
2016
|
|
45
|
•
|
Difficulty in securing adequate water resources for future developments;
|
•
|
Natural risks, such as geological and soil problems, earthquakes, fire, heavy rains and flooding, and heavy winds;
|
•
|
Shortages of qualified trades people;
|
•
|
Reliance on local contractors, who may be inadequately capitalized;
|
•
|
Shortages of materials; and
|
•
|
Increases in the cost of materials.
|
•
|
Employment levels
|
•
|
Availability of financing
|
•
|
Interest rates
|
•
|
Consumer confidence
|
•
|
Demand for the developed product, whether residential or industrial
|
•
|
Supply of similar product, whether residential or industrial
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total revenues, including investment and other income (loss)
|
|
$
|
48,938
|
|
|
$
|
46,904
|
|
|
$
|
35,442
|
|
|
$
|
46,899
|
|
|
$
|
52,056
|
|
(Loss) income from operations before equity in earnings of unconsolidated joint ventures
|
|
$
|
(2,016
|
)
|
|
$
|
1,721
|
|
|
$
|
(7,331
|
)
|
|
$
|
(5,845
|
)
|
|
$
|
(2,287
|
)
|
Equity in earnings of unconsolidated joint ventures
|
|
$
|
16,575
|
|
|
$
|
3,834
|
|
|
$
|
4,227
|
|
|
$
|
7,098
|
|
|
$
|
6,324
|
|
Net income (loss)
|
|
$
|
10,579
|
|
|
$
|
4,235
|
|
|
$
|
(1,821
|
)
|
|
$
|
757
|
|
|
$
|
2,912
|
|
Net (loss) attributable to noncontrolling interests
|
|
$
|
(1
|
)
|
|
$
|
(20
|
)
|
|
$
|
(24
|
)
|
|
$
|
(43
|
)
|
|
$
|
(38
|
)
|
Net income (loss) attributable to common stockholders
|
|
$
|
10,580
|
|
|
$
|
4,255
|
|
|
$
|
(1,797
|
)
|
|
$
|
800
|
|
|
$
|
2,950
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
539,422
|
|
|
$
|
529,048
|
|
|
$
|
518,199
|
|
|
$
|
439,541
|
|
|
$
|
431,919
|
|
Long-term debt
|
|
$
|
61,897
|
|
|
$
|
65,915
|
|
|
$
|
69,959
|
|
|
$
|
73,867
|
|
|
$
|
74,215
|
|
Equity
|
|
$
|
445,624
|
|
|
$
|
434,672
|
|
|
$
|
426,810
|
|
|
$
|
334,709
|
|
|
$
|
331,308
|
|
Net income (loss) per share attributable to common stockholders, diluted
|
|
$
|
0.40
|
|
|
$
|
0.16
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.04
|
|
|
$
|
0.14
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Valuation is determined from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
|
•
|
Level 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability.
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Commercial/industrial revenues
|
|
|
|
|
|
||||||
Pastoria Energy Facility Lease
|
$
|
4,573
|
|
|
$
|
4,056
|
|
|
$
|
3,854
|
|
TRCC Leasing
|
1,815
|
|
|
1,760
|
|
|
1,748
|
|
|||
TRCC management fees and reimbursements
|
1,172
|
|
|
822
|
|
|
1,083
|
|
|||
Commercial leases
|
658
|
|
|
692
|
|
|
652
|
|
|||
Communication leases
|
924
|
|
|
904
|
|
|
808
|
|
|||
Landscaping and other
|
1,029
|
|
|
736
|
|
|
783
|
|
|||
Land sales
|
6,621
|
|
|
—
|
|
|
73
|
|
|||
Total commercial revenues
|
$
|
16,792
|
|
|
$
|
8,970
|
|
|
$
|
9,001
|
|
Total commercial expenses
|
$
|
12,961
|
|
|
$
|
6,246
|
|
|
$
|
6,529
|
|
Operating income from commercial/industrial
|
$
|
3,831
|
|
|
$
|
2,724
|
|
|
$
|
2,472
|
|
•
|
During 2019, commercial/industrial segment revenues increased $7,822,000, or 87.2%, from $8,970,000 in 2018 to $16,792,000. The increase was primarily attributable to revenues of $6,621,000 recognized as a result of asset contributions to unconsolidated joint ventures of 1) land, and 2) land and building. We contributed 34.85 acres to TRC-MRC 3, with recognized revenues of $4,317,000, and a 4,900 square-foot multi-tenant building and land to our TA-Petro joint venture, with recognized revenues of $2,303,000. Please refer to Note 17 (Investment in Unconsolidated and Consolidated Joint Ventures) for additional discussion.
|
•
|
Also contributing to the increase in commercial/industrial revenues was a $517,000 increase in PEF revenues which was primarily associated with a catch-up of its 2018 spark spread revenues that were above original estimates.
|
•
|
Commercial/industrial real estate segment expenses increased $6,715,000, or 107.5%, from $6,246,000 in 2018 to $12,961,000 in 2019. During 2019, as a result of the two land and building contributions mentioned above, the Company recorded cost of land and building sale of $4,748,000. Additionally, the Company also experienced an increase in fixed water assessments of $1,958,000.
|
•
|
During 2018, commercial/industrial segment revenues decreased $31,000, or 0.3%, from $9,001,000 in 2017 to $8,970,000. The reduction was primarily attributable to land sale revenues of $73,000 in 2017, whereas we did not have any land sales in 2018. The Company noted a decrease in TRCC management fees as a result of not earning a developer fee from the construction of an industrial building within its TRC-MRC 1 joint venture as it had in 2017.
|
•
|
Commercial/industrial real estate segment expenses decreased $283,000, or 4.3%, from $6,529,000 in 2017 to $6,246,000 in 2018. During 2018, payroll, overhead, stock compensation and bonuses decreased $887,000, due to reassignment of resources within the Company, while professional services also decreased $194,000. The above reductions were partially offset by increases in fixed water assessments of $727,000 and fees of $107,000.
|
•
|
In 2019, resort/residential segment expenses increased $717,000 to $2,247,000, or 47%, when compared to $1,530,000 in 2018. The higher expenses were attributable to an increase in professional services of $720,000 associated with strategic planning efforts.
|
•
|
In 2018, resort/residential segment expenses decreased $425,000 to $1,530,000, or 22%, when compared to $1,955,000 in 2017. The reassignment of resources within the Company translated to increases in qualifying costs, including payroll and overhead costs within resort/residential which in turn translated to an increase in costs being capitalized into our real estate development projects by $250,000 when compared to 2017. In addition, we experienced savings in professional services of $163,000 in 2018.
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Mineral resources revenues
|
|
|
|
|
|
|
||||||
Oil and gas
|
|
$
|
1,842
|
|
|
$
|
2,278
|
|
|
$
|
1,659
|
|
Rock aggregate
|
|
1,467
|
|
|
1,143
|
|
|
1,072
|
|
|||
Cement
|
|
1,908
|
|
|
1,695
|
|
|
1,614
|
|
|||
Exploration leases
|
|
101
|
|
|
102
|
|
|
102
|
|
|||
Water sales
|
|
3,997
|
|
|
9,142
|
|
|
1,254
|
|
|||
Reimbursables and other
|
|
476
|
|
|
35
|
|
|
282
|
|
|||
Total mineral resources revenues
|
|
$
|
9,791
|
|
|
$
|
14,395
|
|
|
$
|
5,983
|
|
Total mineral resources expenses
|
|
$
|
5,818
|
|
|
$
|
6,223
|
|
|
$
|
2,964
|
|
Operating income from mineral resources
|
|
$
|
3,973
|
|
|
$
|
8,172
|
|
|
$
|
3,019
|
|
•
|
Revenues from our mineral resources segment decreased $4,604,000, or 32%, to $9,791,000 in 2019 when compared to $14,395,000 in 2018. This decrease was primarily attributed to fewer water sale opportunities after the wet 2019 winter rain season which reduced revenues by $5,145,000 in 2019.
|
•
|
Oil and gas royalties decreased $436,000 as a result of lower production driven by a lower price per barrel of oil overall for the year.
|
•
|
Offsetting the revenue declines were increases in rock aggregate and cement royalties of $324,000 and $213,000, respectively, as a result of an increase in regional construction.
|
•
|
Mineral resource expense decreased $405,000, or 7%, to $5,818,000 in 2019 when compared to $6,223,000 in 2018, which is a direct result of the reduced water sales previously discussed.
|
•
|
Revenues from our mineral resources segment increased $8,412,000, or 141%, to $14,395,000 in 2018 when compared to $5,983,000 in 2017. This increase was primarily attributed to water sales of $9,142,000 in 2018, representing a $7,888,000 increase over last year, as a result of moderate drought conditions in Kern County. The improved water sales accordingly increased mineral resources expenses largely due to the cost of sales of water by $3,259,000. We experienced improvements for oil and gas royalties as a result of improved oil prices.
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Farming revenues
|
|
|
|
|
|
|
||||||
Almonds
|
|
$
|
7,310
|
|
|
$
|
5,744
|
|
|
$
|
6,327
|
|
Pistachios
|
|
7,466
|
|
|
7,880
|
|
|
4,523
|
|
|||
Wine grapes
|
|
3,740
|
|
|
3,683
|
|
|
4,131
|
|
|||
Hay
|
|
468
|
|
|
297
|
|
|
456
|
|
|||
Other
|
|
347
|
|
|
959
|
|
|
997
|
|
|||
Total farming revenues
|
|
$
|
19,331
|
|
|
$
|
18,563
|
|
|
$
|
16,434
|
|
Total farming expenses
|
|
$
|
15,251
|
|
|
$
|
16,028
|
|
|
$
|
16,201
|
|
Operating Income from farming
|
|
$
|
4,080
|
|
|
$
|
2,535
|
|
|
$
|
233
|
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
Change
|
|||||||||||||||||||||||||||
($ in thousands)
|
|
Revenue
|
|
Quantity Sold2
|
|
Average
Price |
|
|
Revenue
|
|
Quantity Sold2
|
|
Average
Price |
|
|
Revenue
|
|
Quantity Sold2
|
|
Average
Price |
|||||||||||||||
ALMONDS (lbs.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
6,359
|
|
|
2,252
|
|
|
$
|
2.82
|
|
|
|
$
|
4,476
|
|
|
1,717
|
|
|
$
|
2.61
|
|
|
|
$
|
1,883
|
|
|
535
|
|
|
$
|
0.21
|
|
Prior crop years
|
|
568
|
|
|
227
|
|
|
$
|
2.50
|
|
|
|
1,234
|
|
|
412
|
|
|
3.00
|
|
|
|
(666
|
)
|
|
(185
|
)
|
|
(0.50
|
)
|
|||||
Prior crop price adjustment
|
|
(61
|
)
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(61
|
)
|
|
|
|
|
||||||||||||
Signing bonus
|
|
28
|
|
|
|
|
|
|
|
34
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
||||||||||||
Crop Insurance
|
|
416
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
416
|
|
|
|
|
|
||||||||||||
Subtotal Almonds1
|
|
$
|
7,310
|
|
|
2,479
|
|
|
$
|
2.79
|
|
|
|
$
|
5,744
|
|
|
2,129
|
|
|
$
|
2.68
|
|
|
|
$
|
1,566
|
|
|
350
|
|
|
$
|
0.11
|
|
PISTACHIOS (lbs.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
1,624
|
|
|
819
|
|
|
$
|
1.98
|
|
|
|
$
|
7,251
|
|
|
3,615
|
|
|
$
|
2.01
|
|
|
|
$
|
(5,627
|
)
|
|
(2,796
|
)
|
|
$
|
(0.03
|
)
|
Prior crop years
|
|
976
|
|
|
558
|
|
|
1.75
|
|
|
|
518
|
|
|
120
|
|
|
4.32
|
|
|
|
458
|
|
|
438
|
|
|
(2.57
|
)
|
||||||
Prior crop price adjustment
|
|
3,807
|
|
|
|
|
|
|
|
111
|
|
|
|
|
|
|
|
3,696
|
|
|
|
|
|
||||||||||||
Crop Insurance
|
|
1,059
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1,059
|
|
|
|
|
|
||||||||||||
Subtotal Pistachios1
|
|
$
|
7,466
|
|
|
1,377
|
|
|
$
|
1.89
|
|
|
|
$
|
7,880
|
|
|
3,735
|
|
|
$
|
2.08
|
|
|
|
$
|
(414
|
)
|
|
(2,358
|
)
|
|
$
|
(0.19
|
)
|
WINE GRAPES (tons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current year crop
|
|
$
|
3,730
|
|
|
14
|
|
|
$
|
266.43
|
|
|
|
$
|
3,683
|
|
|
14
|
|
|
$
|
263.07
|
|
|
|
$
|
47
|
|
|
—
|
|
|
$
|
3.36
|
|
Crop Insurance
|
|
10
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
||||||||||||
Subtotal Wine Grapes
|
|
$
|
3,740
|
|
|
14
|
|
|
$
|
266.43
|
|
|
|
$
|
3,683
|
|
|
14
|
|
|
$
|
263.07
|
|
|
|
$
|
57
|
|
|
—
|
|
|
$
|
3.36
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Hay
|
|
$
|
468
|
|
|
|
|
|
|
|
$
|
297
|
|
|
|
|
|
|
|
$
|
171
|
|
|
|
|
|
|
||||||||
Other farming revenues
|
|
347
|
|
|
|
|
|
|
|
959
|
|
|
|
|
|
|
|
(612
|
)
|
|
|
|
|
|
|||||||||||
Total farming revenues
|
|
$
|
19,331
|
|
|
|
|
|
|
|
$
|
18,563
|
|
|
|
|
|
|
|
$
|
768
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
1 Average price calculation reflects sale of almond and pistachio crops during the calendar reported year exclusive of any price adjustments.
|
|||||||||||||||||||||||||||||||||||
2 Almond and pistachio units are presented in thousands of pounds while wine grapes are presented in thousands of tons.
|
•
|
During 2019, farming revenues increased $768,000, or 4%, from $18,563,000 in 2018 to $19,331,000 in 2019. When compared to 2018, almond revenues increased by $1,566,000 primarily from improved 2019 almond crop yields, which increased the amount of inventory available for sale.
|
•
|
Offsetting the increased almond sales were reductions in pistachio revenues of $414,000, which is a result of having lower yields during the 2019 down bearing cycle. Although the Company received insurance proceeds for the loss and a one-time price adjustment on the 2018 pistachio crop, they were not enough to recuperate lost revenues. Also contributing to the decline in farming revenues were declines in other farming revenues of $612,000 which were primarily a result of having fewer water use reimbursements from a farm land lease as a result of having fewer acres leased.
|
•
|
Farming expenses decreased $777,000, or 5%, to $15,251,000 when compared to $16,028,000 in 2018. The decrease was primarily attributed to reductions in WRMWSD water holding costs of $1,642,000 as a result of the wet 2019 rain season offset by an increase in pruning costs of $460,000, harvest costs of $313,000, and hulling costs of $281,000.
|
•
|
During 2018, farming revenues increased $2,129,000, or 13%, from $16,434,000 in 2017 to $18,563,000 in 2018. When compared to 2017, pistachio revenues increased $3,357,000 from record high pistachio yields.
|
•
|
Almond revenues decreased $583,000 due to lower almond crop yields that were driven by a combination of unfavorable weather conditions and a 165 acre reduction in the number of acres in production. The reduction was the result of the Company's decision to redevelop existing almond units.
|
•
|
Farming expenses decreased $173,000, or 1%, to $16,028,000 when compared to $16,201,000 in 2017. The decrease was primarily attributed to reduced cost allocations to all crops.
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Ranch operations revenue
|
|
|
|
|
|
|
||||||
Game management and other 1
|
|
$
|
2,020
|
|
|
$
|
2,171
|
|
|
$
|
2,160
|
|
Grazing
|
|
1,589
|
|
|
1,520
|
|
|
1,677
|
|
|||
Total ranch operations revenues
|
|
$
|
3,609
|
|
|
$
|
3,691
|
|
|
$
|
3,837
|
|
Total ranch operations expenses
|
|
$
|
5,316
|
|
|
$
|
5,451
|
|
|
$
|
5,411
|
|
Operating loss from ranch operations
|
|
$
|
(1,707
|
)
|
|
$
|
(1,760
|
)
|
|
$
|
(1,574
|
)
|
1 Game management and other revenues consist of revenues from hunting, filming, high desert hunt club (a premier upland bird hunting club), and other ancillary activities.
|
•
|
Revenues from ranch operations decreased $82,000, or 2%, from $3,691,000 in 2018 to $3,609,000 in 2019. The decrease is primarily attributed to reduced membership revenues of $143,000, partially offset by an increase in grazing lease revenues of $69,000.
|
•
|
Ranch operations expenses decreased $135,000, or 2%, to $5,316,000 in 2019 from $5,451,000 in 2018. The decrease was mainly attributed to reduced payroll expense of $183,000, partially offset by an increase in repair and maintenance expense of $49,000.
|
•
|
Revenues from ranch operations decreased $146,000, or 4%, from $3,837,000 in 2017 to $3,691,000 in 2018. The decrease is primarily attributed to reduced grazing lease revenues of $157,000.
|
•
|
Ranch operations expenses increased $40,000, or 1%, to $5,451,000 in 2018 from $5,411,000 in 2017. The increase was mainly attributed to an increase in property taxes of $34,000.
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Equity in earnings (loss)
|
|
|
|
|
|
||||||
Petro Travel Plaza Holdings, LLC
|
$
|
8,810
|
|
|
$
|
5,803
|
|
|
$
|
6,251
|
|
Five West Parcel, LLC
|
9,119
|
|
|
389
|
|
|
452
|
|
|||
18-19 West, LLC
|
(53
|
)
|
|
(51
|
)
|
|
(48
|
)
|
|||
TRCC/Rock Outlet Center, LLC
|
(1,921
|
)
|
|
(2,323
|
)
|
|
(1,173
|
)
|
|||
TRC-MRC 1, LLC
|
46
|
|
|
(249
|
)
|
|
(2
|
)
|
|||
TRC-MRC 2, LLC
|
575
|
|
|
265
|
|
|
(1,253
|
)
|
|||
TRC-MRC 3, LLC
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in earnings of unconsolidated joint ventures, net
|
$
|
16,575
|
|
|
$
|
3,834
|
|
|
$
|
4,227
|
|
•
|
Five West Parcel, LLC had the most significant increase in equity in earnings at $8,730,000, resulting from the gain on sale of a building and land previously held by the joint venture. The joint venture had owned and leased a 606,000 square foot building, the joint venture's primary asset, to Dollar General, and the building was sold to a third party in November 2019 for a purchase price of $29,088,000, realizing a gain of $17,537,000 at the joint venture level.
|
•
|
There was a $3,007,000 increase in our share of earnings from our TA/Petro joint venture. The improvement was mainly driven by a 38% increase in fuel margins resulting from lower cost of fuel sales when compared to the prior year.
|
•
|
Our share of the loss within the TRCC/Rock Outlet joint venture decreased $402,000 due to the continuing improvement in average sales per vehicle. In addition, the joint venture also had less accelerated amortization on tenant allowances in 2019. The Outlets at Tejon is continually identifying new and desirable tenants to better serve a wider demographic. In 2019, the Outlets at Tejon attracted new tenants such as The Children's Place and Cosmetics Company Store.
|
•
|
Despite seeing a 3.7% increase in sales per occupied square foot and an 8.3% increase in monthly sales per vehicle, equity in earnings from our TRCC/Rock Outlet joint venture decreased $1,150,000 compared to 2017. The decrease was primarily attributed to accelerating amortization of lease intangibles driven by removing poor performing tenants along with modifying lease terms to reflect the brick and mortar retail environment at the time. In 2018, the Outlets at Tejon attracted new tenants such as Kate Spade, Bath and Body Works, and Journeys.
|
•
|
There was a $448,000 decrease in our share of earnings from our TA/Petro joint venture. The decline was driven by lower fuel margins of 6.7% when compared to the prior year.
|
•
|
We incurred a $250,000 loss on our TRC-MRC 1 joint venture due to the fact that it was not fully occupied until the fourth quarter of 2018.
|
•
|
The above decreases in equity in earnings were partially offset by an increase in equity in earnings of TRC-MRC 2, a joint venture formed with Majestic in 2016. Equity in earnings improved $1,518,000 in 2018 given that throughout 2017, TRC-MRC 2 incurred significant non-cash GAAP accounting losses that did not reoccur in 2018.
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
$
|
16,045
|
|
|
$
|
14,354
|
|
|
$
|
9,830
|
|
Investing activities
|
|
$
|
828
|
|
|
$
|
(13,246
|
)
|
|
$
|
(68,214
|
)
|
Financing activities
|
|
$
|
(5,675
|
)
|
|
$
|
(5,307
|
)
|
|
$
|
77,233
|
|
|
Payments Due by Period
|
||||||||||||||||||
($ in thousands)
|
Total
|
|
Less than a year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated water payments
|
$
|
269,065
|
|
|
$
|
10,027
|
|
|
$
|
20,539
|
|
|
$
|
21,215
|
|
|
$
|
217,284
|
|
Long-term debt
|
61,897
|
|
|
4,182
|
|
|
8,915
|
|
|
9,753
|
|
|
39,047
|
|
|||||
Interest on long-term debt
|
15,502
|
|
|
2,485
|
|
|
4,427
|
|
|
3,649
|
|
|
4,941
|
|
|||||
Cash contract commitments
|
6,258
|
|
|
4,049
|
|
|
1,138
|
|
|
—
|
|
|
1,071
|
|
|||||
Defined Benefit Plan
|
4,036
|
|
|
276
|
|
|
587
|
|
|
720
|
|
|
2,453
|
|
|||||
SERP
|
5,221
|
|
|
527
|
|
|
1,041
|
|
|
990
|
|
|
2,663
|
|
|||||
Tejon Ranch Conservancy
|
1,600
|
|
|
800
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease
|
32
|
|
|
21
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
363,774
|
|
|
$
|
22,530
|
|
|
$
|
37,458
|
|
|
$
|
36,327
|
|
|
$
|
267,459
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
($ in thousands)
|
|
Total
|
|
< 1 year
|
|
2 -3 Years
|
|
4 -5 Years
|
|
After 5 Years
|
||||||||||
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letter of credit
|
|
$
|
4,468
|
|
|
$
|
4,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other commercial commitments
|
|
$
|
4,468
|
|
|
$
|
4,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year-Ended December 31,
|
||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
10,579
|
|
|
$
|
4,235
|
|
|
$
|
(1,821
|
)
|
Net loss attributed to non-controlling interest
|
(1
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|||
Interest, net
|
|
|
|
|
|
||||||
Consolidated interest income
|
(1,239
|
)
|
|
(1,344
|
)
|
|
(462
|
)
|
|||
Our share of interest expense from unconsolidated joint ventures
|
2,785
|
|
|
2,519
|
|
|
1,730
|
|
|||
Total interest, net
|
1,546
|
|
|
1,175
|
|
|
1,268
|
|
|||
Income tax expense (benefit)
|
3,980
|
|
|
1,320
|
|
|
(1,283
|
)
|
|||
Depreciation and amortization
|
|
|
|
|
|
||||||
Consolidated
|
5,036
|
|
|
5,424
|
|
|
5,689
|
|
|||
Our share of depreciation and amortization from unconsolidated joint ventures
|
4,135
|
|
|
4,328
|
|
|
5,419
|
|
|||
Total depreciation and amortization
|
9,171
|
|
|
9,752
|
|
|
11,108
|
|
|||
EBITDA
|
25,277
|
|
|
16,502
|
|
|
9,296
|
|
|||
Stock compensation expense
|
3,198
|
|
|
3,248
|
|
|
3,552
|
|
|||
Asset abandonment charges
|
1,604
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
30,079
|
|
|
$
|
19,750
|
|
|
$
|
12,848
|
|
($ in thousands)
|
Year-Ended December 31,
|
||||||||||
Net operating income
|
2019
|
|
2018
|
|
2017
|
||||||
Pastoria Energy Facility
|
$
|
4,573
|
|
|
$
|
4,056
|
|
|
$
|
3,854
|
|
TRCC
|
1,488
|
|
|
1,439
|
|
|
1,482
|
|
|||
Communication leases
|
912
|
|
|
894
|
|
|
799
|
|
|||
Other commercial leases
|
650
|
|
|
670
|
|
|
618
|
|
|||
Total Commercial/Industrial net operating income
|
$
|
7,623
|
|
|
$
|
7,059
|
|
|
$
|
6,753
|
|
|
Year-Ended December 31,
|
||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Commercial/Industrial operating income
|
$
|
3,831
|
|
|
$
|
2,724
|
|
|
$
|
2,472
|
|
Plus: Commercial/Industrial depreciation and amortization
|
517
|
|
|
651
|
|
|
650
|
|
|||
Plus: General, administrative and other expenses
|
11,907
|
|
|
5,241
|
|
|
5,570
|
|
|||
Less: Other revenues including land sales
|
(8,632
|
)
|
|
(1,557
|
)
|
|
(1,939
|
)
|
|||
Total Commercial/Industrial net operating income
|
$
|
7,623
|
|
|
$
|
7,059
|
|
|
$
|
6,753
|
|
|
Year-Ended December 31,
|
||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income of unconsolidated joint ventures
|
$
|
30,213
|
|
|
$
|
5,734
|
|
|
$
|
6,371
|
|
Plus: Interest expense of unconsolidated joint ventures
|
5,438
|
|
|
4,912
|
|
|
3,364
|
|
|||
Operating income of unconsolidated joint ventures
|
35,651
|
|
|
10,646
|
|
|
9,735
|
|
|||
Plus: Depreciation and amortization of unconsolidated joint ventures
|
7,773
|
|
|
8,125
|
|
|
10,361
|
|
|||
Less: Gain on sale of asset
|
(17,537
|
)
|
|
—
|
|
|
—
|
|
|||
Net operating income of unconsolidated joint ventures
|
$
|
25,887
|
|
|
$
|
18,771
|
|
|
$
|
20,096
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
$
|
38,133
|
|
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,033
|
|
|
$
|
39,084
|
|
Weighted average interest rate
|
2.03
|
%
|
|
2.06
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.03
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt ($4.75M note)
|
$
|
302
|
|
|
$
|
315
|
|
|
$
|
328
|
|
|
$
|
343
|
|
|
$
|
357
|
|
|
$
|
1,484
|
|
|
$
|
3,129
|
|
|
$
|
3,129
|
|
Weighted average interest rate
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
|
|||||||||
Long-term debt ($70.0M note)
|
$
|
3,881
|
|
|
$
|
4,051
|
|
|
$
|
4,221
|
|
|
$
|
4,429
|
|
|
$
|
4,624
|
|
|
$
|
37,562
|
|
|
$
|
58,768
|
|
|
$
|
58,768
|
|
Weighted average interest rate
|
4.16
|
%
|
|
4.16
|
%
|
|
4.16
|
%
|
|
4.16
|
%
|
|
4.16
|
%
|
|
4.16
|
%
|
|
4.16
|
%
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
$
|
43,627
|
|
|
$
|
20,111
|
|
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,138
|
|
|
$
|
63,749
|
|
Weighted average interest rate
|
2.02
|
%
|
|
2.09
|
%
|
|
2.51
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.04
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt ($4.75M note)
|
$
|
289
|
|
|
$
|
302
|
|
|
$
|
315
|
|
|
$
|
328
|
|
|
$
|
343
|
|
|
$
|
1,841
|
|
|
$
|
3,418
|
|
|
$
|
3,418
|
|
Weighted average interest rate
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
|
|||||||||
Long-term debt ($70.0M note)
|
$
|
3,715
|
|
|
$
|
3,881
|
|
|
$
|
4,051
|
|
|
$
|
4,221
|
|
|
$
|
4,429
|
|
|
$
|
42,186
|
|
|
$
|
62,483
|
|
|
$
|
62,483
|
|
Weighted average interest rate
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
4.11
|
%
|
|
|
|||||||||
Long-term debt (other)
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
14
|
|
Weighted average interest rate
|
3.35
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.35
|
%
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control Over Financial Reporting
|
(a)
|
Security Ownership of Certain Beneficial Owners and Management.
|
(b)
|
Securities Authorized for Issuance under Equity Compensation Plans.
|
Equity
compensation plans
approved by
security holders *
|
|
Number of securities to be
issued upon exercise of
outstanding grants
|
|
Weighted-average
exercise price of
outstanding grants
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Restricted stock
grants and restricted
stock units at target
goal achievement
|
|
409,373
|
|
Final price determined
at time of vesting
|
|
774,243
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
(a) Documents filed as part of this report:
|
|
Page Number
|
||||||
1
|
|
|
Consolidated Financial Statements:
|
|
|
|||
|
|
1.1
|
|
|
|
|||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
1.2
|
|
|
|
|||
|
|
1.3
|
|
|
|
|||
|
|
1.4
|
|
|
|
|||
|
|
1.5
|
|
|
|
|||
|
|
1.6
|
|
|
|
|||
|
|
1.7
|
|
|
|
|||
2
|
|
|
Supplemental Financial Statement Schedules:
|
|
|
|||
|
|
None.
|
|
|
||||
3
|
|
|
Exhibits:
|
|
|
|||
|
|
3.1
|
|
|
|
FN 1
|
||
|
|
3.2
|
|
|
|
FN 2
|
||
|
|
4.3
|
|
|
|
FN 5
|
||
|
|
4.4
|
|
|
|
Filed herewith
|
||
|
|
4.5
|
|
|
|
FN 37
|
||
|
|
10.1
|
|
|
Water Service Contract with Wheeler Ridge-Maricopa Water Storage District (without exhibits), amendments originally filed under Item 11 to Registrant's Annual Report on Form 10-K
|
|
FN 6
|
|
|
|
10.7
|
|
|
|
FN 7
|
||
|
|
10.8
|
|
|
|
FN 7
|
||
|
|
10.9
|
|
|
|
FN 8
|
|
|
10.9(1)
|
|
|
|
FN 7
|
|
|
|
10.10
|
|
|
|
FN 9
|
|
|
|
10.10(1)
|
|
|
|
FN 7
|
|
|
|
10.12
|
|
|
|
FN 10
|
|
|
|
10.15
|
|
|
|
FN 11
|
|
|
|
10.16
|
|
|
|
FN 12
|
|
|
|
10.17
|
|
|
|
FN 13
|
|
|
|
10.18
|
|
|
|
FN 13
|
|
|
|
10.19
|
|
|
|
FN 13
|
|
|
|
10.23
|
|
|
|
FN 14
|
|
|
|
10.24
|
|
|
|
FN 15
|
|
|
|
10.25
|
|
|
|
FN 16
|
|
|
|
10.26
|
|
|
|
FN 17
|
FN 1
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 333-231032) as Exhibit 4.1 to our Registration Statement on Form S-3 filed on April 25, 2019, is incorporated herein by reference. This Exhibit was not filed with the Securities and Exchange Commission in an electronic format.
|
FN 2
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 99.1 to our Current Report on Form 8-K filed on September 20, 2017, is incorporated herein by reference.
|
FN 5
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2005, is incorporated herein by reference.
|
FN 6
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1994, is incorporated herein by reference. This Exhibit was not filed with the Securities and Exchange Commission in an electronic format.
|
FN 7
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K, for the period ending December 31, 1997, is incorporated herein by reference.
|
FN 8
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.9 to our Annual Report on Form 10-K for the year ended December 31, 2008, is incorporated herein by reference.
|
FN 9
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2008, is incorporated herein by reference
|
FN 10
|
|
This document filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by reference.
|
FN 11
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.1 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 12
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.2 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
FN 13
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibits 10.21-10.23 to our Annual Report on Form 10-K for the year ended December 31, 2004, is incorporated herein by reference.
|
FN 14
|
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibit 10.24 to our Current Report on Form 8-K filed on May 24, 2006, is incorporated herein by reference.
|
FN 15
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.28 to our Current Report on Form 8-K filed on June 23, 2008, is incorporated herein by reference.
|
FN 16
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.25 to our Quarterly Report on Form 10-Q for the period ending June 30, 2009, is incorporated herein by reference.
|
FN 17
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.26 to our Quarterly Report on Form 10-Q for the period ending March 31, 2013, is incorporated herein by reference.
|
FN 18
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.27 to our Current Report on Form 8-K filed on June 4, 2013, is incorporated herein by reference.
|
FN 19
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 2013, is incorporated herein by reference.
|
FN 20
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.29 to our Amended Annual Report on Form 10-K/A for the year ended December 31, 2013, is incorporated herein by reference.
|
FN 21
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.30 to our Current Report on Form 8-K filed on July 16, 2014, is incorporated herein by reference.
|
FN 22
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibits 10.31-10.33 to our Current Report on Form 8-K filed on October 17, 2014, is incorporated herein by reference.
|
FN 23
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
|
FN 24
|
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.35 to our Quarterly Report on Form 10-Q for the period ending June 30, 2015, is incorporated herein by reference.
|
|
|
|
|
|
|
TEJON RANCH CO.
|
|
|
|
|
|||
March 10, 2020
|
|
|
|
BY:
|
|
/s/ Gregory S. Bielli
|
|
|
|
|
|
|
Gregory S. Bielli
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|||
|
|
|
|
|
|
|
March 10, 2020
|
|
|
|
BY:
|
|
/s/ Robert D. Velasquez
|
|
|
|
|
|
|
Robert D. Velasquez
|
|
|
|
|
|
|
Senior Vice President of Finance and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ Steven A. Betts
Steven A. Betts |
|
Director
|
|
March 10, 2020
|
|
|
|
||
/s/ Gregory S. Bielli
Gregory S. Bielli |
|
Director
|
|
March 10, 2020
|
|
|
|
|
|
/s/ Jean Fuller
Jean Fuller
|
|
Director
|
|
March 10, 2020
|
|
|
|
||
/s/ Anthony L. Leggio
Anthony L. Leggio |
|
Director
|
|
March 10, 2020
|
|
|
|
||
/s/ Norman Metcalfe
Norman Metcalfe |
|
Director
|
|
March 10, 2020
|
|
|
|
||
/s/ Geoffrey Stack
Geoffrey Stack |
|
Director
|
|
March 10, 2020
|
|
|
|
|
|
/s/ Daniel R. Tisch
Daniel R. Tisch |
|
Director
|
|
March 10, 2020
|
|
|
|||
/s/ Michael H. Winer
Michael H. Winer |
|
Director
|
|
March 10, 2020
|
|
Page
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,106
|
|
|
$
|
15,908
|
|
Marketable securities - available-for-sale
|
39,084
|
|
|
63,749
|
|
||
Accounts receivable
|
9,950
|
|
|
10,876
|
|
||
Inventories
|
2,792
|
|
|
2,618
|
|
||
Prepaid expenses and other current assets
|
3,252
|
|
|
3,348
|
|
||
Total current assets
|
82,184
|
|
|
96,499
|
|
||
Real estate and improvements - held for lease, net
|
18,674
|
|
|
18,953
|
|
||
Real estate development (includes $104,491 at December 31, 2019 and $100,311 at December 31, 2018, attributable to Centennial Founders, LLC, Note 17)
|
297,581
|
|
|
283,385
|
|
||
Property and equipment, net
|
45,072
|
|
|
46,086
|
|
||
Investments in unconsolidated joint ventures
|
38,240
|
|
|
28,602
|
|
||
Net investment in water assets
|
54,155
|
|
|
51,832
|
|
||
Deferred tax assets
|
713
|
|
|
1,229
|
|
||
Other assets
|
2,803
|
|
|
2,462
|
|
||
TOTAL ASSETS
|
$
|
539,422
|
|
|
$
|
529,048
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
6,145
|
|
|
$
|
6,037
|
|
Accrued liabilities and other
|
3,463
|
|
|
3,575
|
|
||
Deferred income
|
1,346
|
|
|
2,863
|
|
||
Current maturities of long-term debt
|
4,182
|
|
|
4,018
|
|
||
Total current liabilities
|
15,136
|
|
|
16,493
|
|
||
Long-term debt, less current portion
|
57,476
|
|
|
61,780
|
|
||
Long-term deferred gains
|
5,731
|
|
|
3,405
|
|
||
Other liabilities
|
15,455
|
|
|
12,698
|
|
||
Total liabilities
|
93,798
|
|
|
94,376
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Tejon Ranch Co. Stockholders’ Equity
|
|
|
|
||||
Common stock, $0.50 par value per share:
|
|
|
|
||||
Authorized shares - 30,000,000
|
|
|
|
||||
Issued and outstanding shares - 26,096,797 at December 31, 2019 and 25,972,080 at December 31, 2018
|
13,048
|
|
|
12,986
|
|
||
Additional paid-in capital
|
338,745
|
|
|
336,520
|
|
||
Accumulated other comprehensive loss
|
(6,771
|
)
|
|
(4,857
|
)
|
||
Retained earnings
|
85,227
|
|
|
74,647
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
430,249
|
|
|
419,296
|
|
||
Non-controlling interest
|
15,375
|
|
|
15,376
|
|
||
Total equity
|
445,624
|
|
|
434,672
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
539,422
|
|
|
$
|
529,048
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
|||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
16,792
|
|
|
$
|
8,970
|
|
|
$
|
9,001
|
|
Mineral resources
|
|
9,791
|
|
|
14,395
|
|
|
5,983
|
|
|||
Farming
|
|
19,331
|
|
|
18,563
|
|
|
16,434
|
|
|||
Ranch operations
|
|
3,609
|
|
|
3,691
|
|
|
3,837
|
|
|||
Total revenues
|
|
49,523
|
|
|
45,619
|
|
|
35,255
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
12,961
|
|
|
6,246
|
|
|
6,529
|
|
|||
Real estate - resort/residential
|
|
2,247
|
|
|
1,530
|
|
|
1,955
|
|
|||
Mineral resources
|
|
5,818
|
|
|
6,223
|
|
|
2,964
|
|
|||
Farming
|
|
15,251
|
|
|
16,028
|
|
|
16,201
|
|
|||
Ranch operations
|
|
5,316
|
|
|
5,451
|
|
|
5,411
|
|
|||
Corporate expenses
|
|
9,361
|
|
|
9,705
|
|
|
9,713
|
|
|||
Total expenses
|
|
50,954
|
|
|
45,183
|
|
|
42,773
|
|
|||
Operating (loss) income
|
|
(1,431
|
)
|
|
436
|
|
|
(7,518
|
)
|
|||
Other (loss) income:
|
|
|
|
|
|
|
||||||
Investment income
|
|
1,239
|
|
|
1,344
|
|
|
462
|
|
|||
Other loss
|
|
(1,824
|
)
|
|
(59
|
)
|
|
(275
|
)
|
|||
Total other (loss) income
|
|
(585
|
)
|
|
1,285
|
|
|
187
|
|
|||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures
|
|
(2,016
|
)
|
|
1,721
|
|
|
(7,331
|
)
|
|||
Equity in earnings of unconsolidated joint ventures, net
|
|
16,575
|
|
|
3,834
|
|
|
4,227
|
|
|||
Income (loss) before income taxes
|
|
14,559
|
|
|
5,555
|
|
|
(3,104
|
)
|
|||
Income tax expense (benefit)
|
|
3,980
|
|
|
1,320
|
|
|
(1,283
|
)
|
|||
Net income (loss)
|
|
10,579
|
|
|
4,235
|
|
|
(1,821
|
)
|
|||
Net loss attributable to non-controlling interest
|
|
(1
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
10,580
|
|
|
$
|
4,255
|
|
|
$
|
(1,797
|
)
|
Net income (loss) per share attributable to common stockholders, basic
|
|
$
|
0.41
|
|
|
$
|
0.16
|
|
|
$
|
(0.08
|
)
|
Net income (loss) per share attributable to common stockholders, diluted
|
|
$
|
0.40
|
|
|
$
|
0.16
|
|
|
$
|
(0.08
|
)
|
|
|
Year Ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
10,579
|
|
|
$
|
4,235
|
|
|
$
|
(1,821
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities
|
|
440
|
|
|
(191
|
)
|
|
(100
|
)
|
|||
Benefit plan adjustments
|
|
135
|
|
|
(189
|
)
|
|
404
|
|
|||
SERP liability adjustments
|
|
(424
|
)
|
|
(43
|
)
|
|
328
|
|
|||
Unrealized interest rate swap gains
|
|
(2,809
|
)
|
|
988
|
|
|
970
|
|
|||
Other comprehensive (loss) income before taxes
|
|
(2,658
|
)
|
|
565
|
|
|
1,602
|
|
|||
Benefit (provision) for income taxes related to other comprehensive income items
|
|
744
|
|
|
(158
|
)
|
|
(627
|
)
|
|||
Other comprehensive (loss) income
|
|
(1,914
|
)
|
|
407
|
|
|
975
|
|
|||
Comprehensive income (loss)
|
|
8,665
|
|
|
4,642
|
|
|
(846
|
)
|
|||
Comprehensive loss attributable to non-controlling interests
|
|
(1
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|||
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
8,666
|
|
|
$
|
4,662
|
|
|
$
|
(822
|
)
|
|
Common
Stock Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Stockholders'
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2016
|
20,810,301
|
|
|
$
|
10,405
|
|
|
$
|
229,762
|
|
|
$
|
(6,239
|
)
|
|
$
|
72,189
|
|
|
$
|
306,117
|
|
|
$
|
28,592
|
|
|
$
|
334,709
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,797
|
)
|
|
(1,797
|
)
|
|
(24
|
)
|
|
(1,821
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
975
|
|
|||||||
Restricted stock issuance
|
136,777
|
|
|
69
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
4,107
|
|
|
—
|
|
|
—
|
|
|
4,107
|
|
|
—
|
|
|
4,107
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(52,901
|
)
|
|
(27
|
)
|
|
(999
|
)
|
|
—
|
|
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
|
(1,026
|
)
|
|||||||
Rights offering, net
|
5,000,596
|
|
|
2,500
|
|
|
87,367
|
|
|
—
|
|
|
|
|
89,867
|
|
|
—
|
|
|
89,867
|
|
||||||||
Balance, December 31, 2017
|
25,894,773
|
|
|
$
|
12,947
|
|
|
$
|
320,167
|
|
|
$
|
(5,264
|
)
|
|
$
|
70,392
|
|
|
$
|
398,242
|
|
|
$
|
28,568
|
|
|
$
|
426,810
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,255
|
|
|
4,255
|
|
|
(20
|
)
|
|
4,235
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
407
|
|
|||||||
Restricted stock issuance
|
124,597
|
|
|
63
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
4,480
|
|
|
—
|
|
|
—
|
|
|
4,480
|
|
|
—
|
|
|
4,480
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(47,290
|
)
|
|
(24
|
)
|
|
(1,071
|
)
|
|
—
|
|
|
—
|
|
|
(1,095
|
)
|
|
—
|
|
|
(1,095
|
)
|
|||||||
Rights offering, net
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
—
|
|
|
(166
|
)
|
|||||||
Centennial redemption of withdrawing member interest
|
—
|
|
|
—
|
|
|
13,172
|
|
|
—
|
|
|
—
|
|
|
13,172
|
|
|
(13,172
|
)
|
|
—
|
|
|||||||
Balance, December 31, 2018
|
25,972,080
|
|
|
$
|
12,986
|
|
|
$
|
336,520
|
|
|
$
|
(4,857
|
)
|
|
$
|
74,647
|
|
|
$
|
419,296
|
|
|
$
|
15,376
|
|
|
$
|
434,672
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,580
|
|
|
10,580
|
|
|
(1
|
)
|
|
10,579
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,914
|
)
|
|
|
|
|
(1,914
|
)
|
|
—
|
|
|
(1,914
|
)
|
|||||||
Restricted stock issuance
|
221,267
|
|
|
110
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
3,958
|
|
|
—
|
|
|
—
|
|
|
3,958
|
|
|
—
|
|
|
3,958
|
|
|||||||
Shares withheld for taxes and tax benefit of vested shares
|
(96,550
|
)
|
|
(48
|
)
|
|
(1,623
|
)
|
|
—
|
|
|
—
|
|
|
(1,671
|
)
|
|
—
|
|
|
(1,671
|
)
|
|||||||
Balance, December 31, 2019
|
26,096,797
|
|
|
$
|
13,048
|
|
|
$
|
338,745
|
|
|
$
|
(6,771
|
)
|
|
$
|
85,227
|
|
|
$
|
430,249
|
|
|
$
|
15,375
|
|
|
$
|
445,624
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
10,579
|
|
|
$
|
4,235
|
|
|
$
|
(1,821
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
5,036
|
|
|
5,424
|
|
|
5,689
|
|
|||
Amortization of premium/discount of marketable securities
|
(94
|
)
|
|
101
|
|
|
298
|
|
|||
Equity in earnings of unconsolidated joint ventures, net
|
(16,575
|
)
|
|
(3,834
|
)
|
|
(4,227
|
)
|
|||
Non-cash retirement plan expense
|
307
|
|
|
335
|
|
|
469
|
|
|||
Loss on sale of real estate/assets
|
—
|
|
|
94
|
|
|
45
|
|
|||
Non-cash profits recognized from land contribution
|
(2,146
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
1,259
|
|
|
175
|
|
|
(94
|
)
|
|||
Stock compensation expense
|
3,198
|
|
|
3,248
|
|
|
3,552
|
|
|||
Excess tax benefit of stock-based compensation
|
57
|
|
|
18
|
|
|
107
|
|
|||
Abandonment expense
|
1,604
|
|
|
—
|
|
|
—
|
|
|||
Distribution of earnings from unconsolidated joint ventures
|
15,381
|
|
|
4,800
|
|
|
7,200
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables, inventories, prepaids and other assets, net
|
154
|
|
|
(2,888
|
)
|
|
522
|
|
|||
Current liabilities, net
|
(2,715
|
)
|
|
2,646
|
|
|
(1,910
|
)
|
|||
Net cash provided by operating activities
|
16,045
|
|
|
14,354
|
|
|
9,830
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Maturities and sales of marketable securities
|
53,418
|
|
|
35,219
|
|
|
8,126
|
|
|||
Purchases of marketable securities
|
(28,219
|
)
|
|
(28,392
|
)
|
|
(52,716
|
)
|
|||
Real estate and equipment expenditures
|
(25,222
|
)
|
|
(22,580
|
)
|
|
(21,709
|
)
|
|||
Reimbursement proceeds from Communities Facilities District
|
4,180
|
|
|
3,588
|
|
|
—
|
|
|||
Investment in unconsolidated joint ventures
|
(3,100
|
)
|
|
(52
|
)
|
|
(310
|
)
|
|||
Distribution of equity from unconsolidated joint ventures
|
3,457
|
|
|
2,815
|
|
|
3,114
|
|
|||
Investments in long-term water assets
|
(3,686
|
)
|
|
(3,844
|
)
|
|
(4,717
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net cash provided by/(used) in investing activities
|
828
|
|
|
(13,246
|
)
|
|
(68,214
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings of line of credit
|
5,000
|
|
|
—
|
|
|
13,300
|
|
|||
Repayments of line of credit
|
(5,000
|
)
|
|
—
|
|
|
(21,000
|
)
|
|||
Repayments of long-term debt
|
(4,004
|
)
|
|
(4,046
|
)
|
|
(3,908
|
)
|
|||
Net proceeds from rights offering
|
—
|
|
|
(166
|
)
|
|
89,867
|
|
|||
Taxes on vested stock grants
|
(1,671
|
)
|
|
(1,095
|
)
|
|
(1,026
|
)
|
|||
Net cash (used in)/provided by financing activities
|
(5,675
|
)
|
|
(5,307
|
)
|
|
77,233
|
|
|||
Increase (decrease) in cash and cash equivalents
|
11,198
|
|
|
(4,199
|
)
|
|
18,849
|
|
|||
Cash and cash equivalents at beginning of year
|
15,908
|
|
|
20,107
|
|
|
1,258
|
|
|||
Cash and cash equivalents at end of year
|
$
|
27,106
|
|
|
$
|
15,908
|
|
|
$
|
20,107
|
|
•
|
Real Estate - Commercial/Industrial
|
•
|
Real Estate - Resort/Residential
|
•
|
Mineral Resources
|
•
|
Farming
|
•
|
Ranch Operations
|
•
|
Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Valuation is determined from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
|
•
|
Level 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability.
|
($ in thousands)
|
|
Useful Life
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Vineyards and orchards
|
|
20
|
|
$
|
52,853
|
|
|
$
|
53,271
|
|
Machinery, furniture fixtures and other equipment
|
|
3 - 10
|
|
17,688
|
|
|
21,673
|
|
||
Buildings and improvements
|
|
10 - 27.5
|
|
8,819
|
|
|
8,893
|
|
||
Land and land improvements
|
|
15
|
|
7,731
|
|
|
7,848
|
|
||
Development in process
|
|
|
|
6,908
|
|
|
7,001
|
|
||
|
|
|
|
$
|
93,999
|
|
|
$
|
98,686
|
|
Less: accumulated depreciation
|
|
|
|
(48,927
|
)
|
|
(52,600
|
)
|
||
|
|
|
|
$
|
45,072
|
|
|
$
|
46,086
|
|
|
|
Twelve Months Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|||
Common stock
|
|
26,031,391
|
|
|
25,948,189
|
|
|
21,677,981
|
|
Common stock equivalents: stock options, grants
|
|
117,724
|
|
|
27,715
|
|
|
40,409
|
|
Diluted shares outstanding
|
|
26,149,115
|
|
|
25,975,904
|
|
|
21,718,390
|
|
($ in thousands)
|
|
|
2019
|
|
2018
|
||||||||||||
Marketable Securities:
|
Fair Value Hierarchy
|
|
Cost
|
|
Estimated Fair Value
|
|
Cost
|
|
Estimated Fair Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
$
|
251
|
|
|
$
|
250
|
|
|
$
|
250
|
|
|
$
|
248
|
|
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
3,861
|
|
|
3,812
|
|
||||
with unrecognized gains
|
|
|
1,799
|
|
|
1,806
|
|
|
—
|
|
|
—
|
|
||||
Total Certificates of deposit
|
Level 1
|
|
2,050
|
|
|
2,056
|
|
|
4,111
|
|
|
4,060
|
|
||||
U.S. Treasury and agency notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
6,485
|
|
|
6,479
|
|
|
3,112
|
|
|
3,105
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
23,564
|
|
|
23,415
|
|
||||
with unrecognized gains
|
|
|
14,413
|
|
|
14,434
|
|
|
3
|
|
|
4
|
|
||||
Total U.S. Treasury and agency notes
|
Level 2
|
|
20,898
|
|
|
20,913
|
|
|
26,679
|
|
|
26,524
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
1,004
|
|
|
1,002
|
|
|
13,696
|
|
|
13,665
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
12,542
|
|
|
12,431
|
|
||||
with unrecognized gains
|
|
|
13,082
|
|
|
13,106
|
|
|
—
|
|
|
—
|
|
||||
Total Corporate notes
|
Level 2
|
|
14,086
|
|
|
14,108
|
|
|
26,238
|
|
|
26,096
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
—
|
|
|
—
|
|
|
2,994
|
|
|
2,982
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
4,116
|
|
|
4,087
|
|
||||
with unrecognized gains
|
|
|
1,999
|
|
|
2,007
|
|
|
—
|
|
|
—
|
|
||||
Total Municipal notes
|
Level 2
|
|
1,999
|
|
|
2,007
|
|
|
7,110
|
|
|
7,069
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
$
|
39,033
|
|
|
$
|
39,084
|
|
|
$
|
64,138
|
|
|
$
|
63,749
|
|
December 31, 2019
|
2020
|
|
2021
|
|
2022
|
|
Total
|
||||||||
Certificates of deposit
|
$
|
2,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,049
|
|
U.S. Treasury and agency notes
|
20,393
|
|
|
502
|
|
|
—
|
|
|
20,895
|
|
||||
Corporate notes
|
13,685
|
|
|
400
|
|
|
—
|
|
|
14,085
|
|
||||
Municipal notes
|
2,000
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
||||
|
$
|
38,127
|
|
|
$
|
902
|
|
|
$
|
—
|
|
|
$
|
39,029
|
|
December 31, 2018
|
|
2019
|
|
2020
|
|
2021
|
|
Total
|
||||||||
Certificates of deposit
|
|
$
|
2,311
|
|
|
$
|
1,799
|
|
|
$
|
—
|
|
|
$
|
4,110
|
|
U.S. Treasury and agency notes
|
|
17,574
|
|
|
9,174
|
|
|
—
|
|
|
26,748
|
|
||||
Corporate notes
|
|
18,671
|
|
|
7,150
|
|
|
400
|
|
|
26,221
|
|
||||
Municipal notes
|
|
5,111
|
|
|
2,000
|
|
|
—
|
|
|
7,111
|
|
||||
|
|
$
|
43,667
|
|
|
$
|
20,123
|
|
|
$
|
400
|
|
|
$
|
64,190
|
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Farming inventories
|
|
$
|
2,444
|
|
|
$
|
2,269
|
|
Other
|
|
348
|
|
|
349
|
|
||
|
|
$
|
2,792
|
|
|
$
|
2,618
|
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Real estate development
|
|
|
|
|
||||
Mountain Village
|
|
$
|
142,567
|
|
|
$
|
137,571
|
|
Centennial
|
|
104,491
|
|
|
100,311
|
|
||
Grapevine
|
|
34,813
|
|
|
31,175
|
|
||
Tejon Ranch Commerce Center
|
|
15,710
|
|
|
14,328
|
|
||
Real estate development
|
|
297,581
|
|
|
283,385
|
|
||
|
|
|
|
|
||||
Real estate and improvements - held for lease, net
|
|
|
|
|
||||
Tejon Ranch Commerce Center
|
|
21,435
|
|
|
21,327
|
|
||
Real estate and improvements - held for lease, net
|
|
21,435
|
|
|
21,327
|
|
||
Less accumulated depreciation
|
|
(2,761
|
)
|
|
(2,374
|
)
|
||
Real estate and improvements - held for lease, net
|
|
$
|
18,674
|
|
|
$
|
18,953
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Acre-Feet Sold
|
4,482
|
|
|
9,442
|
|
|
939
|
|
|||
|
|
|
|
|
|
||||||
Revenues
|
$
|
3,997
|
|
|
$
|
9,142
|
|
|
$
|
1,254
|
|
Cost of sales
|
3,194
|
|
|
3,864
|
|
|
765
|
|
|||
Profit
|
$
|
803
|
|
|
$
|
5,278
|
|
|
$
|
489
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Banked water and water for future delivery
|
$
|
25,265
|
|
|
$
|
24,597
|
|
Transferable water
|
3,054
|
|
|
36
|
|
||
Total water held for future use at cost
|
$
|
28,319
|
|
|
$
|
24,633
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Costs
|
|
Accumulated Depreciation
|
|
Costs
|
|
Accumulated Depreciation
|
||||||||
Dudley-Ridge water rights
|
$
|
11,581
|
|
|
$
|
(4,342
|
)
|
|
$
|
11,581
|
|
|
$
|
(3,860
|
)
|
Nickel water rights
|
18,740
|
|
|
(3,962
|
)
|
|
18,740
|
|
|
(3,320
|
)
|
||||
Tulare Lake Basin water rights
|
6,479
|
|
|
(2,660
|
)
|
|
6,479
|
|
|
(2,421
|
)
|
||||
|
$
|
36,800
|
|
|
$
|
(10,964
|
)
|
|
$
|
36,800
|
|
|
$
|
(9,601
|
)
|
Net cost of purchased water contracts
|
25,836
|
|
|
|
|
27,199
|
|
|
|
||||||
Total cost water held for future use
|
28,319
|
|
|
|
|
24,633
|
|
|
|
||||||
Net investments in water assets
|
$
|
54,155
|
|
|
|
|
$
|
51,832
|
|
|
|
(in acre feet, unaudited)
|
December 31, 2019
|
|
December 31, 2018
|
||
Water held for future use
|
|
|
|
||
Company water bank
|
50,349
|
|
|
48,826
|
|
Transferable water *
|
3,252
|
|
|
500
|
|
Total water held for future use
|
53,601
|
|
|
49,326
|
|
Purchased water contracts
|
|
|
|
||
Water Contracts (Dudley-Ridge, Nickel and Tulare)
|
10,137
|
|
|
10,137
|
|
WRMWSD - Contracts with Company
|
15,547
|
|
|
15,547
|
|
TCWD - Contracts with Company
|
5,749
|
|
|
5,749
|
|
TCWD - Banked water contracted to Company
|
60,555
|
|
|
52,547
|
|
Total purchased water contracts
|
91,988
|
|
|
83,980
|
|
Total water held for future use and purchased water contracts
|
145,589
|
|
|
133,306
|
|
($ in thousands)
|
2019
|
|
2018
|
||||
Accrued vacation
|
$
|
799
|
|
|
$
|
761
|
|
Accrued paid personal leave
|
419
|
|
|
416
|
|
||
Accrued bonus
|
1,700
|
|
|
2,071
|
|
||
Other
|
545
|
|
|
327
|
|
||
|
$
|
3,463
|
|
|
$
|
3,575
|
|
($ in thousands)
|
2019
|
|
2018
|
||||
Notes payable
|
$
|
61,897
|
|
|
$
|
65,901
|
|
Other borrowings
|
—
|
|
|
14
|
|
||
Total short-term and long-term debt
|
61,897
|
|
|
65,915
|
|
||
Less line-of-credit and current maturities of long-term debt
|
(4,182
|
)
|
|
(4,018
|
)
|
||
Less deferred loan costs
|
(239
|
)
|
|
(117
|
)
|
||
Long-term debt, less current portion
|
$
|
57,476
|
|
|
$
|
61,780
|
|
($ in thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Term Loan
|
|
$
|
3,881
|
|
|
$
|
4,051
|
|
|
$
|
4,221
|
|
|
$
|
4,429
|
|
|
$
|
4,624
|
|
|
$
|
37,562
|
|
|
$
|
58,768
|
|
Promissory note
|
|
302
|
|
|
315
|
|
|
328
|
|
|
343
|
|
|
357
|
|
|
1,484
|
|
|
3,129
|
|
|||||||
Total long-term debt
|
|
$
|
4,183
|
|
|
$
|
4,366
|
|
|
$
|
4,549
|
|
|
$
|
4,772
|
|
|
$
|
4,981
|
|
|
$
|
39,046
|
|
|
$
|
61,897
|
|
December 31, 2019
|
||||||||||
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Pay Rate
|
|
Fair Value
|
|
Notional Amount
|
July 5, 2019
|
|
June 5, 2029
|
|
Level 2
|
|
4.16%
|
|
$(2,716)
|
|
$58,768
|
December 31, 2018
|
||||||||||
Effective Date
|
|
Maturity Date
|
|
Fair Value Hierarchy
|
|
Weighted Average Interest Pay Rate
|
|
Fair Value
|
|
Notional Amount
|
October 15, 2014
|
|
October 5, 2024
|
|
Level 2
|
|
4.11%
|
|
$93
|
|
$62,483
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
Stock Grants Outstanding Beginning of the Year at Target Achievement
|
538,599
|
|
|
536,860
|
|
|
386,171
|
|
New Stock Grants/Additional shares due to achievement in excess of target
|
160,471
|
|
|
97,529
|
|
|
295,243
|
|
Vested Grants
|
(188,032
|
)
|
|
(93,948
|
)
|
|
(99,769
|
)
|
Expired/Forfeited Grants
|
(101,665
|
)
|
|
(1,842
|
)
|
|
(44,785
|
)
|
Stock Grants Outstanding at Target Achievement
|
409,373
|
|
|
538,599
|
|
|
536,860
|
|
Employee 1998 Plan ($ in thousands):
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Expensed
|
|
$
|
2,667
|
|
|
$
|
2,564
|
|
|
$
|
2,889
|
|
Capitalized
|
|
760
|
|
|
1,232
|
|
|
555
|
|
|||
|
|
3,427
|
|
|
3,796
|
|
|
3,444
|
|
|||
NDSI Plan
|
|
531
|
|
|
684
|
|
|
663
|
|
|||
|
|
$
|
3,958
|
|
|
$
|
4,480
|
|
|
$
|
4,107
|
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total (benefit) provision:
|
|
$
|
3,980
|
|
|
$
|
1,320
|
|
|
$
|
(1,283
|
)
|
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
1,798
|
|
|
862
|
|
|
(1,266
|
)
|
|||
Deferred
|
|
866
|
|
|
64
|
|
|
255
|
|
|||
|
|
2,664
|
|
|
926
|
|
|
(1,011
|
)
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
812
|
|
|
353
|
|
|
(120
|
)
|
|||
Deferred
|
|
504
|
|
|
41
|
|
|
(152
|
)
|
|||
|
|
1,316
|
|
|
394
|
|
|
(272
|
)
|
|||
|
|
$
|
3,980
|
|
|
$
|
1,320
|
|
|
$
|
(1,283
|
)
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax at statutory rate
|
|
$
|
3,058
|
|
|
$
|
1,171
|
|
|
$
|
(1,046
|
)
|
State income taxes, net of Federal benefit
|
|
948
|
|
|
317
|
|
|
(185
|
)
|
|||
Oil and mineral depletion
|
|
(131
|
)
|
|
(134
|
)
|
|
(180
|
)
|
|||
Permanent differences
|
|
26
|
|
|
19
|
|
|
25
|
|
|||
Excess stock compensation expense
|
|
(57
|
)
|
|
(20
|
)
|
|
107
|
|
|||
U.S. Tax Reform adjustment
|
|
—
|
|
|
—
|
|
|
54
|
|
|||
Other
|
|
136
|
|
|
(33
|
)
|
|
(58
|
)
|
|||
Provision (benefit) for income taxes
|
|
$
|
3,980
|
|
|
$
|
1,320
|
|
|
$
|
(1,283
|
)
|
Effective tax rate
|
|
27.3
|
%
|
|
23.8
|
%
|
|
41.3
|
%
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses
|
|
$
|
349
|
|
|
$
|
318
|
|
Deferred revenues
|
|
370
|
|
|
697
|
|
||
Capitalization of costs
|
|
1,843
|
|
|
1,937
|
|
||
Pension adjustment
|
|
2,883
|
|
|
2,937
|
|
||
Stock grant expense
|
|
2,500
|
|
|
2,674
|
|
||
State deferred taxes
|
|
116
|
|
|
25
|
|
||
Book deferred gains
|
|
1,176
|
|
|
941
|
|
||
Joint venture allocations
|
|
533
|
|
|
1,091
|
|
||
Provision for additional capitalized costs
|
|
699
|
|
|
699
|
|
||
Interest rate swap
|
|
810
|
|
|
—
|
|
||
Other
|
|
39
|
|
|
155
|
|
||
Total deferred income tax assets
|
|
$
|
11,318
|
|
|
$
|
11,474
|
|
Deferred income tax liabilities:
|
|
|
|
|
||||
Deferred gains
|
|
$
|
490
|
|
|
$
|
32
|
|
Depreciation
|
|
2,892
|
|
|
3,100
|
|
||
Cost of sales allocations
|
|
872
|
|
|
872
|
|
||
Joint venture allocations
|
|
5,070
|
|
|
4,914
|
|
||
Straight line rent
|
|
590
|
|
|
611
|
|
||
Prepaid expenses
|
|
333
|
|
|
298
|
|
||
State deferred taxes
|
|
208
|
|
|
256
|
|
||
Interest rate swap
|
|
—
|
|
|
28
|
|
||
Other
|
|
150
|
|
|
134
|
|
||
Total deferred income tax liabilities
|
|
$
|
10,605
|
|
|
$
|
10,245
|
|
Net deferred income tax asset
|
|
$
|
713
|
|
|
$
|
1,229
|
|
Allowance for deferred tax assets
|
|
—
|
|
|
—
|
|
||
Net deferred taxes
|
|
$
|
713
|
|
|
$
|
1,229
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Base rent
|
|
$
|
6,554,000
|
|
|
$
|
6,444,000
|
|
|
$
|
6,156,000
|
|
Percentage rent
|
|
$
|
1,024,000
|
|
|
$
|
621,000
|
|
|
$
|
677,000
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
$
|
6,481
|
|
|
$
|
5,914
|
|
|
$
|
5,608
|
|
|
$
|
5,202
|
|
|
$
|
5,061
|
|
|
$
|
22,335
|
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Change in benefit obligation - Pension
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
9,406
|
|
|
$
|
10,099
|
|
Interest cost
|
|
389
|
|
|
365
|
|
||
Actuarial (gain)/assumption changes
|
|
1,161
|
|
|
(837
|
)
|
||
Benefits paid
|
|
(246
|
)
|
|
(221
|
)
|
||
Settlements paid
|
|
—
|
|
|
—
|
|
||
Benefit obligation and accumulated benefit obligation at end of year
|
|
$
|
10,710
|
|
|
$
|
9,406
|
|
Change in Plan Assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
7,258
|
|
|
$
|
7,819
|
|
Actual return on plan assets
|
|
1,744
|
|
|
(505
|
)
|
||
Employer contribution
|
|
165
|
|
|
165
|
|
||
Benefits/expenses paid
|
|
(247
|
)
|
|
(221
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
8,920
|
|
|
$
|
7,258
|
|
Funded status - liability
|
|
$
|
(1,790
|
)
|
|
$
|
(2,148
|
)
|
|
|
|
|
|
||||
Amounts recorded in equity
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
3,027
|
|
|
$
|
3,162
|
|
Total amount recorded
|
|
$
|
3,027
|
|
|
$
|
3,162
|
|
Amount recorded, net taxes
|
|
$
|
2,180
|
|
|
$
|
2,277
|
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Net loss (gain)
|
|
$
|
(60
|
)
|
|
$
|
253
|
|
Recognition of net actuarial loss
|
|
(75
|
)
|
|
(64
|
)
|
||
Total changes
|
|
$
|
(135
|
)
|
|
$
|
189
|
|
Changes, net of taxes
|
|
$
|
(97
|
)
|
|
$
|
136
|
|
Expected return on plan assets
|
$
|
643
|
|
Interest cost
|
(338
|
)
|
|
Amortization of net gain/(loss)
|
(68
|
)
|
|
Net periodic pension benefit/(cost)
|
$
|
237
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
$
|
276
|
|
|
$
|
291
|
|
|
$
|
296
|
|
|
$
|
355
|
|
|
$
|
365
|
|
|
$
|
2,453
|
|
($ in thousands)
|
|
Fair Value Hierarchy
|
|
2019
|
|
2018
|
||||
Pension Plan Assets:
|
|
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
Level 1
|
|
$
|
48
|
|
|
$
|
95
|
|
Collective Funds
|
|
Level 2
|
|
8,872
|
|
|
7,163
|
|
||
Fair value of plan assets
|
|
|
|
$
|
8,920
|
|
|
$
|
7,258
|
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost components:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Interest cost
|
|
(389
|
)
|
|
(365
|
)
|
|
(386
|
)
|
|||
Expected return on plan assets
|
|
522
|
|
|
585
|
|
|
531
|
|
|||
Net amortization and deferral
|
|
(75
|
)
|
|
(64
|
)
|
|
(122
|
)
|
|||
Settlement recognition
|
|
—
|
|
|
—
|
|
|
47
|
|
|||
Total net periodic pension earnings/(cost)
|
|
$
|
58
|
|
|
$
|
156
|
|
|
$
|
55
|
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Change in benefit obligation - SERP
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
7,750
|
|
|
$
|
7,759
|
|
Interest cost
|
|
303
|
|
|
268
|
|
||
Actuarial gain/assumption changes
|
|
486
|
|
|
267
|
|
||
Benefits paid
|
|
(528
|
)
|
|
(544
|
)
|
||
Curtailments
|
|
—
|
|
|
—
|
|
||
Benefit obligation and accumulated benefit obligation at end of year
|
|
$
|
8,011
|
|
|
$
|
7,750
|
|
Funded status - liability
|
|
$
|
(8,011
|
)
|
|
$
|
(7,750
|
)
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Amounts recorded in stockholders’ equity
|
|
|
|
|
||||
Net actuarial loss (gain)
|
|
$
|
2,402
|
|
|
$
|
1,978
|
|
Total amount recorded
|
|
$
|
2,402
|
|
|
$
|
1,978
|
|
Amount recorded, net taxes
|
|
$
|
1,730
|
|
|
$
|
1,425
|
|
($ in thousands)
|
|
2019
|
|
2018
|
||||
Net (gain) loss
|
|
$
|
486
|
|
|
$
|
109
|
|
Recognition of net actuarial gain or (loss)
|
|
(62
|
)
|
|
(66
|
)
|
||
Total changes
|
|
$
|
424
|
|
|
$
|
43
|
|
Changes, net of taxes
|
|
$
|
305
|
|
|
$
|
31
|
|
Interest cost
|
$
|
(229
|
)
|
Amortization of net (gain)/loss
|
(86
|
)
|
|
Net periodic pension earnings/(cost)
|
$
|
(315
|
)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
$
|
527
|
|
|
$
|
523
|
|
|
$
|
518
|
|
|
$
|
512
|
|
|
$
|
478
|
|
|
$
|
2,663
|
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost components:
|
|
|
|
|
|
|
||||||
Interest cost
|
|
$
|
(303
|
)
|
|
$
|
(268
|
)
|
|
$
|
(287
|
)
|
Net amortization and other
|
|
(62
|
)
|
|
(223
|
)
|
|
(211
|
)
|
|||
Total net periodic pension earnings/(cost)
|
|
$
|
(365
|
)
|
|
$
|
(491
|
)
|
|
$
|
(498
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Commercial revenues
|
$
|
16,792
|
|
|
$
|
8,970
|
|
|
$
|
9,001
|
|
Equity in earnings of unconsolidated joint ventures
|
16,575
|
|
|
3,834
|
|
|
4,227
|
|
|||
Commercial revenues and equity in earnings of unconsolidated joint ventures
|
$
|
33,367
|
|
|
$
|
12,804
|
|
|
$
|
13,228
|
|
Commercial expenses
|
12,961
|
|
|
6,246
|
|
|
6,529
|
|
|||
Operating results from commercial and unconsolidated joint ventures
|
$
|
20,406
|
|
|
$
|
6,558
|
|
|
$
|
6,699
|
|
|
|
|
|
|
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Mineral resources revenues
|
|
$
|
9,791
|
|
|
$
|
14,395
|
|
|
$
|
5,983
|
|
Mineral resources expenses
|
|
$
|
5,818
|
|
|
$
|
6,223
|
|
|
$
|
2,964
|
|
Operating results from mineral resources
|
|
$
|
3,973
|
|
|
$
|
8,172
|
|
|
$
|
3,019
|
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Farming revenues
|
|
$
|
19,331
|
|
|
$
|
18,563
|
|
|
$
|
16,434
|
|
Farming expenses
|
|
$
|
15,251
|
|
|
$
|
16,028
|
|
|
$
|
16,201
|
|
Operating results from farming
|
|
$
|
4,080
|
|
|
$
|
2,535
|
|
|
$
|
233
|
|
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Ranch operations revenues
|
|
$
|
3,609
|
|
|
$
|
3,691
|
|
|
$
|
3,837
|
|
Ranch operations expenses
|
|
$
|
5,316
|
|
|
$
|
5,451
|
|
|
$
|
5,411
|
|
Operating results from ranch operations
|
|
$
|
(1,707
|
)
|
|
$
|
(1,760
|
)
|
|
$
|
(1,574
|
)
|
($ in thousands)
|
|
Identifiable
Assets
|
|
Depreciation and Amortization
|
|
Capital
Expenditures
|
||||||
2019
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
76,814
|
|
|
$
|
517
|
|
|
$
|
8,690
|
|
Real estate - resort/residential
|
|
286,801
|
|
|
51
|
|
|
12,811
|
|
|||
Mineral resources
|
|
55,049
|
|
|
1,371
|
|
|
37
|
|
|||
Farming
|
|
41,258
|
|
|
1,909
|
|
|
3,362
|
|
|||
Ranch operations
|
|
2,624
|
|
|
526
|
|
|
213
|
|
|||
Corporate
|
|
76,876
|
|
|
662
|
|
|
109
|
|
|||
Total
|
|
$
|
539,422
|
|
|
$
|
5,036
|
|
|
$
|
25,222
|
|
2018
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
65,929
|
|
|
$
|
651
|
|
|
$
|
5,225
|
|
Real estate - resort/residential
|
|
273,620
|
|
|
58
|
|
|
13,459
|
|
|||
Mineral resources
|
|
54,144
|
|
|
1,372
|
|
|
171
|
|
|||
Farming
|
|
40,835
|
|
|
1,897
|
|
|
3,166
|
|
|||
Ranch operations
|
|
2,973
|
|
|
536
|
|
|
102
|
|
|||
Corporate
|
|
91,547
|
|
|
910
|
|
|
457
|
|
|||
Total
|
|
$
|
529,048
|
|
|
$
|
5,424
|
|
|
$
|
22,580
|
|
2017
|
|
|
|
|
|
|
||||||
Real estate - commercial/industrial
|
|
$
|
63,065
|
|
|
$
|
650
|
|
|
$
|
4,638
|
|
Real estate - resort/residential
|
|
258,697
|
|
|
63
|
|
|
14,230
|
|
|||
Mineral resources
|
|
48,305
|
|
|
1,363
|
|
|
356
|
|
|||
Farming
|
|
36,317
|
|
|
2,080
|
|
|
2,129
|
|
|||
Ranch operations
|
|
3,625
|
|
|
601
|
|
|
220
|
|
|||
Corporate
|
|
108,190
|
|
|
932
|
|
|
136
|
|
|||
Total
|
|
$
|
518,199
|
|
|
$
|
5,689
|
|
|
$
|
21,709
|
|
•
|
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 it having only 50% voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision-making authority regarding key business components such as fuel inventory and pricing at the facility. At December 31, 2019, the Company had an equity investment balance of $23,636,000 in this joint venture. In December 2019, the Company completed the shell and core of a new 4,900 square foot multi-tenant building at TRCC-East, with a fair value of $2,805,000, and contributed the building and land to TA/Petro. The contribution met the criteria of a sale under ASC Topic 606, "Revenue from Contracts with Customers." As such, the Company recognized profit of $334,000 and deferred $501,000 of profit in accordance with ASC Topic 323, "Investment - Equity Method and Joint Ventures" on the date the assets were contributed.
|
•
|
Majestic Realty Co. – Majestic Realty Co., or Majestic, is a privately-held developer and owner of master planned business parks in the United States. The Company partnered with Majestic to form three 50/50 joint ventures to acquire, develop, manage, and operate industrial real estate at TRCC. The partners have equal voting rights and equally share in the profit and loss of the joint venture. The Company and Majestic guarantee the performance of all outstanding debt. At December 31, 2019, the Company's investment in these joint ventures was $5,953,000, which includes our outside basis.
|
◦
|
On November 2018, TRC-MRC 3, LLC was formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building on the Company's property at TRCC-East. TRC-MRC 3, LLC qualified as a VIE from inception, but the Company is not the primary beneficiary therefore does not consolidate TRC-MRC 3, LLC in its financial statements. The construction of the building was completed in the fourth quarter of 2019 and the Company has delivered the space to a tenant that has leased 67% of the rentable space. In March 2019, the joint venture entered into a promissory note with a financial institution to finance the construction of the building. The note matures on May 1, 2030 and had an outstanding principal balance of $28,061,000 as of December 31, 2019. On April 1, 2019, the Company contributed land with a fair value of $5,854,000 to TRC-MRC 3, LLC in accordance with the limited liability agreement. The land contribution met the criteria of a land sale under ASC Topic 606, "Revenue from Contracts with Customers." As such, the Company recognized profit of $1,537,000 and deferred $1,537,000 of profit in accordance with ASC Topic 323, "Investment - Equity Method and Joint Ventures" on the date the land was contributed. The Company's investment in this joint venture was $5,953,000 as of December 31, 2019.
|
◦
|
In August 2016, we partnered with Majestic to form TRC-MRC 2, LLC to acquire, lease, and maintain a fully occupied warehouse at TRCC-West. The partnership acquired the 651,909 square foot building for $24,773,000 and was largely financed through a promissory note guaranteed by both partners. The promissory note was refinanced on June 1, 2018 with a $25,240,000 promissory note. The note matures on July 1, 2028, and currently has an outstanding principal balance of $24,455,000. Since inception, we have received excess distributions resulting in a deficit balance of $2,471,000. In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities section of our consolidated balance sheet. We will continue to record our equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income.
|
◦
|
In September 2016, TRC-MRC 1, LLC was formed to develop and operate an approximately 480,480 square foot industrial building at TRCC-East. The joint venture completed construction of the building during the third quarter of 2017. Since inception of the joint venture, we have received excess distributions resulting in a deficit balance of $462,000. In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities section of our consolidated balance sheet. We will continue to record our equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income. The joint venture refinanced its construction loan in December 2018 with a mortgage loan. The original principal balance of the mortgage loan was $25,030,000, of which $24,542,000 was outstanding at December 31, 2019.
|
•
|
Rockefeller Joint Ventures – The Company has three joint ventures with Rockefeller Group Development Corporation or Rockefeller. At December 31, 2019, the Company’s combined equity investment balance in these three joint ventures was $8,651,000.
|
◦
|
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 that are tied to Foreign Trade Zone designation. The Company owns a 50% interest in each of the joint ventures.
|
▪
|
The Five West Parcel LLC joint venture owned and leased a 606,000 square foot building, the joint venture's primary asset, to Dollar General. The building was sold to a third party in November 2019 for a purchase price of $29,088,000, realizing a gain of $17,537,000. The outstanding term loan of the joint venture was paid off upon the sale.
|
▪
|
The second of these joint ventures, 18-19 West LLC, was formed in August 2009 through the contribution of 61.5 acres of land by the Company, which is being held for future development. Both of these joint ventures are being accounted for under the equity method due to both members having significant participating rights in the management of the ventures.
|
◦
|
The third joint venture is the TRCC/Rock Outlet Center LLC joint venture that was formed during the second quarter of 2013 to develop, own, and manage a net leasable 326,000 square foot outlet center on land at TRCC-East. The cost of the outlet center was approximately $87,000,000 and was funded through a construction loan for up to 60% of the costs and the remaining 40% was through equity contributions from the two members. The Company controls 50% of the voting interests of TRCC/Rock Outlet Center LLC; thus, it does not control by voting interest alone. The Company is the named managing member. The managing member's responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during the development period and ongoing operations, including the setting and monitoring of the budget, leasing, marketing, financing and selection of the contractor for any construction, are jointly made by both members of the joint venture. Therefore, the Company concluded that both members have significant participating rights that are sufficient to overcome the presumption of the Company controlling the joint venture through it being named the managing member. Therefore, the investment in TRCC/Rock Outlet Center LLC is being accounted for under the equity method. The TRCC/Rock Outlet Center LLC joint venture has a term note with a financial institution that matures on September 5, 2021. As of December 31, 2019, the outstanding balance of the term note was $38,909,000. The Company and Rockefeller guarantee the performance of the debt.
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC, or CFL, is a joint venture that was initially formed with TRI Pointe Homes, Lewis Investment Company and CalAtlantic to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Company Agreement of CFL and the change in control and funding that resulted from the amended agreement, CFL qualified as a VIE, beginning in the third quarter of 2009, and the Company was determined to be the primary beneficiary. As a result, CFL has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. On November 30, 2016, CFL and Lewis entered a Redemption and Withdrawal Agreement, whereby Lewis irrevocably and unconditionally withdrew as a member of CFL, and CFL redeemed Lewis' entire interest for no consideration. As a result, our noncontrolling interest balance was reduced by $11,039,000. On December 31, 2018, CFL and CalAtlantic entered a Redemption and Withdrawal Agreement, whereby CalAtlantic irrevocably and unconditionally withdrew as a member of CFL, and CFL redeemed CalAtlantic's entire interest for no consideration. As a result, our noncontrolling interest balance was reduced by $13,172,000. At December 31, 2019, the Company owned 92.57% of CFL.
|
|
Joint Venture
|
|
TRC
|
||||||||||||||||||||||||||||||||
|
Revenues
|
|
Earnings(Loss)
|
|
Equity in Earnings (Loss)
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Petro Travel Plaza Holdings, LLC
|
$
|
117,708
|
|
|
$
|
119,083
|
|
|
$
|
105,507
|
|
|
$
|
14,684
|
|
|
$
|
9,672
|
|
|
$
|
10,418
|
|
|
$
|
8,810
|
|
|
$
|
5,803
|
|
|
$
|
6,251
|
|
Five West Parcel, LLC
|
2,648
|
|
|
2,731
|
|
|
2,824
|
|
|
18,239
|
|
|
778
|
|
|
905
|
|
|
9,119
|
|
|
389
|
|
|
452
|
|
|||||||||
18-19 West, LLC
|
15
|
|
|
13
|
|
|
11
|
|
|
(107
|
)
|
|
(102
|
)
|
|
(97
|
)
|
|
(53
|
)
|
|
(51
|
)
|
|
(48
|
)
|
|||||||||
TRCC/Rock Outlet Center, LLC1
|
6,278
|
|
|
6,418
|
|
|
9,615
|
|
|
(3,843
|
)
|
|
(4,645
|
)
|
|
(2,347
|
)
|
|
(1,921
|
)
|
|
(2,323
|
)
|
|
(1,173
|
)
|
|||||||||
TRC-MRC 1, LLC
|
3,067
|
|
|
1,323
|
|
|
—
|
|
|
91
|
|
|
(498
|
)
|
|
(3
|
)
|
|
46
|
|
|
(249
|
)
|
|
(2
|
)
|
|||||||||
TRC-MRC 2, LLC2
|
4,023
|
|
|
3,981
|
|
|
3,655
|
|
|
1,151
|
|
|
529
|
|
|
(2,505
|
)
|
|
575
|
|
|
265
|
|
|
(1,253
|
)
|
|||||||||
TRC-MRC 3, LLC
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,739
|
|
|
$
|
133,549
|
|
|
$
|
121,612
|
|
|
$
|
30,213
|
|
|
$
|
5,734
|
|
|
$
|
6,371
|
|
|
$
|
16,575
|
|
|
$
|
3,834
|
|
|
$
|
4,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Centennial Founders, LLC
|
$
|
469
|
|
|
$
|
297
|
|
|
$
|
456
|
|
|
$
|
(20
|
)
|
|
$
|
(249
|
)
|
|
$
|
(144
|
)
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $1.7 million, $1.7 million, and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|||||||||||||||||||||||||||||||||||
(2) Earnings for TRC-MRC2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.2 million, $0.8 million and $4.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
($ in thousands, except per share)
|
|
Total
Revenue1
|
|
Segment
Profit
(Loss)
|
|
Net Income (Loss)
|
|
Net Income (Loss) attributable to Common Stockholders
|
|
Net Income (Loss) Per Share
|
|
Net Income (Loss), Per Share attributable to Common Stockholders2
|
||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First Quarter
|
|
$
|
11,011
|
|
|
$
|
1,442
|
|
|
$
|
124
|
|
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Second Quarter
|
|
9,275
|
|
|
895
|
|
|
709
|
|
|
707
|
|
|
0.03
|
|
|
0.03
|
|
||||||
Third Quarter
|
|
9,951
|
|
|
(708
|
)
|
|
37
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||||
Fourth Quarter
|
|
20,525
|
|
|
6,301
|
|
|
9,709
|
|
|
9,707
|
|
|
0.37
|
|
|
0.37
|
|
||||||
|
|
$
|
50,762
|
|
|
$
|
7,930
|
|
|
$
|
10,579
|
|
|
$
|
10,580
|
|
|
|
|
|
||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First Quarter
|
|
$
|
13,752
|
|
|
$
|
4,277
|
|
|
$
|
1,455
|
|
|
$
|
1,457
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Second Quarter
|
|
5,416
|
|
|
115
|
|
|
(1,013
|
)
|
|
(997
|
)
|
|
(0.04
|
)
|
|
(0.04
|
)
|
||||||
Third Quarter
|
|
15,783
|
|
|
4,815
|
|
|
3,487
|
|
|
3,488
|
|
|
0.13
|
|
|
0.13
|
|
||||||
Fourth Quarter
|
|
12,012
|
|
|
934
|
|
|
306
|
|
|
307
|
|
|
0.01
|
|
|
0.01
|
|
||||||
|
|
$
|
46,963
|
|
|
$
|
10,141
|
|
|
$
|
4,235
|
|
|
$
|
4,255
|
|
|
|
|
|
|
•
|
|
a classified Board;
|
|
•
|
|
a requirement that directors may only be removed for cause and only by an affirmative vote of the holders of a majority of the Company’s voting stock; and
|
|
•
|
|
the elimination of the ability of stockholders to call special meetings and to act without a meeting.
|
|
•
|
|
the terms of the business combination meet certain fairness standards set forth in our restated certificate of incorporation;
|
|
•
|
|
the business combination is approved by the holders of a majority of the voting shares not owned beneficially by the Related Person; and
|
|
•
|
|
all other affirmative voting requirements imposed by applicable law or our restated certificate of incorporation are met.
|
|
•
|
|
a member of the board of directors who was a director of our company’s predecessor prior to June 9, 1987 or thereafter became a director of our company prior to the time the Related Person became a Related Person; and
|
|
•
|
|
any successor of such a director who is recommended by a majority of such directors then on the Board.
|
1.
|
TERM OF AGREEMENT
|
2.
|
SEVERANCE PAY
|
1.
|
For purposes of this Agreement, a termination with “Cause” shall mean the involuntary termination of Executive’s employment with the Company under this Agreement during the Term for any of the following reasons: (i) Executive commits a felony or other crime involving dishonesty, breach of trust, or physical harm to any person; (ii) Executive willfully engages in conduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive materially breaches any material provision of this Agreement, which breach is not cured within twenty (20) days after written notice to Executive from the Company; (iv) Executive willfully refuses to implement or follow a lawful policy or directive of the Company; or (v) Executive engages in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally.
|
2.
|
For purposes of this Agreement, a termination “Without Cause” shall mean the involuntary termination of Executive’s employment with the Company under this Agreement during the Term by the Company for any reason other than a termination (i) for Cause, (ii) Executive’s death, or (iii) Executive’s Disability.
|
3.
|
For purposes of this Agreement, “Disability” means that Executive has become eligible for the Company’s long term disability benefits or if, in the sole opinion of the Company, Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety (90) consecutive days or more than one hundred and twenty (120) days in any twelve-month period.
|
4.
|
For purposes of this Agreement, a voluntary termination by Executive for “Good Reason” shall mean the voluntary termination of Executive’s employment with the Company during the Term as a result of the occurrence of the following events: (i) a material diminution in the Executive’s authority, duties or responsibilities without Executive’s consent; or (ii) any material breach by the Company of any material provision of this Agreement. For Executive to resign for Good Reason: (A) Executive must notify the Company in writing within thirty (30) days of the event constituting Good Reason; (B) the event must remain uncorrected by the Company for fifteen (15) days following such notice (the “Company Notice Period”); and (C) if
|
3.
|
ASSIGNMENT
|
4.
|
ENTIRE AGREEMENT
|
5.
|
AMENDMENT; WAIVER
|
6.
|
NOTICES
|
7.
|
SEVERABILITY
|
8.
|
TAX TREATMENT
|
9.
|
GOVERNING LAW
|
10.
|
COUNTERPARTS
|
11.
|
AUTHORITY
|
a.
|
Tejon Ranchcorp, 100% owned by Registrant.
|
b.
|
Laval Agricultural Company, formerly Tejon Farming Company.
|
c.
|
Tejon Ranch Feedlot, Inc.
|
d.
|
White Wolf Corporation.
|
e.
|
Tejon Development Corporation.
|
f.
|
Tejon Industrial Corp.
|
g.
|
Tejon Energy LLC.
|
h.
|
Centennial Founders LLC, Delaware limited liability company, 84% owned by Tejon Ranchcorp.
|
i.
|
Tejon Hounds, LLC.
|
j.
|
Tejon Mountain Village, LLC., Delaware limited liability company.
|
k.
|
Tejon Ranch Wine Company, LLC.
|
m.
|
TRCC - West One, LLC.
|
(1)
|
Registration Statement (Form S-8 No. 333-210500) relating to the Amended and Restated 1998 Stock Incentive Plan and Amended and Restated Non-Employee Director Stock Incentive Plan of Tejon Ranch Co.,
|
(2)
|
Registration Statement (Form S-8 No. 333-152804) relating to the Amended and Restated 1998 Stock Incentive Plan of Tejon Ranch Co.,
|
(3)
|
Registration Statement (Form S-8 No. 333-68869) relating to the 1998 Stock Incentive Plan and Non-Employee Director Stock Incentive Plan of Tejon Ranch Co.,
|
(4)
|
Registration Statement (Form S-8 No. 333-70128) relating to the 1998 Stock Incentive Plan of Tejon Ranch Co.,
|
(5)
|
Registration Statement (Form S-8 No. 333-113887) relating to the Tejon Ranch Nonqualified Deferred Compensation Plan of Tejon Ranch Co., and
|
(6)
|
Registration Statement (Form S-3 No. 333-231032) of Tejon Ranch Co.,
|
(1)
|
Registration Statement (Form S-8 No. 333-210500) pertaining to the Amended and Restated 1998 Stock Incentive Plan and Amended and Restated Non-Employee Director Stock Incentive Plan of Tejon Ranch Co.,
|
(2)
|
Registration Statement (Form S-8 No. 333-152804) pertaining to the Amended and Restated 1998 Stock Incentive Plan of Tejon Ranch Co.,
|
(3)
|
Registration Statement (Form S-8 No. 333-68869) pertaining to the 1998 Stock Incentive Plan and Non-Employee Director Stock Incentive Plan of Tejon Ranch Co.,
|
(4)
|
Registration Statement (Form S-8 No. 333-70128) pertaining to the 1998 Stock Incentive Plan of Tejon Ranch Co.,
|
(5)
|
Registration Statement (Form S-8 No. 333-113887) pertaining to the Tejon Ranch Nonqualified Deferred Compensation Plan of Tejon Ranch Co., and
|
(6)
|
Registration Statement (Form S-3 No. 333-231032) of Tejon Ranch Co.;
|
1.
|
I have reviewed this annual report on Form 10-K of Tejon Ranch Co.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
March 10, 2020
|
/s/ Gregory S. Bielli
|
|
|
|
|
Gregory S. Bielli
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tejon Ranch Co.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
March 10, 2020
|
/s/ Robert D. Velasquez
|
|
|
|
|
Robert D. Velasquez
|
|
|
|
Chief Financial Officer
|
•
|
The Annual Report of the Company on Form 10-K for the period ended December 31, 2019 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
•
|
The information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
Dated:
|
March 10, 2020
|
|
|
|
|
/s/ Gregory S. Bielli
|
|
|
Gregory S. Bielli
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Robert D. Velasquez
|
|
|
Robert D. Velasquez
|
|
|
Chief Financial Officer
|
|
|
|
|
|