FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TEJON RANCH CO.
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(Exact name of Registrant as specified in its charter)
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Delaware
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77-0196136
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page No.
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three Months Ended
March 31 |
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2013
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2012
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||||
Revenues:
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||||
Real estate - commercial/industrial
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$
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2,722
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$
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2,148
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Real estate - resort/residential
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237
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41
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Mineral resources
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2,866
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3,906
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Farming
|
3,935
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3,484
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Total revenues
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9,760
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9,579
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Costs and Expenses:
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Real estate - commercial/industrial
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3,113
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3,025
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Real estate - resort/residential
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309
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1,018
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Mineral resources
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160
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117
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Farming
|
2,257
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|
2,261
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Corporate expenses
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3,831
|
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3,134
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Total expenses
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9,670
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9,555
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Operating income
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90
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24
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Other Income:
|
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||||
Investment income
|
275
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318
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||
Interest income (expense)
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—
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(2
|
)
|
||
Other income
|
3
|
|
|
24
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||
Total other income
|
278
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|
|
340
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||
Income from operations before equity in earnings of unconsolidated joint ventures
|
368
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364
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|
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Equity in earnings (loss) of unconsolidated joint ventures, net
|
409
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(359
|
)
|
||
Income before income tax expense (benefit)
|
777
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|
|
5
|
|
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Income tax expense (benefit)
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147
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(228
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)
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Net income
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630
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233
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Net income (loss) attributable to non-controlling interest
|
15
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(42
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)
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Net income attributable to common stockholders
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$
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615
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$
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275
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Net income per share attributable to common stockholders, basic
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$
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0.03
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$
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0.01
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Net income per share attributable to common stockholders, diluted
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$
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0.03
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$
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0.01
|
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Three Months Ended
March 31 |
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2013
|
|
2012
|
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Net income
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$
|
630
|
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$
|
233
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gains (losses) on available for sale securities
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(43
|
)
|
|
219
|
|
||
Equity in other comprehensive income of unconsolidated joint venture
|
—
|
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55
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Other comprehensive income (loss) before taxes
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(43
|
)
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274
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||
(Provisions) benefit for income taxes related to other comprehensive income (loss) items
|
17
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(109
|
)
|
||
Other comprehensive income (loss)
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(26
|
)
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165
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Total comprehensive income
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604
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398
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Total comprehensive income (loss) attributable to non-controlling interests
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15
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(42
|
)
|
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Total comprehensive income attributable to common stockholders
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$
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589
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$
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440
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March 31, 2013
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December 31, 2012
|
||||
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(unaudited)
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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4,283
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$
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7,219
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Marketable securities - available-for-sale
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65,905
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65,049
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Accounts receivable
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5,486
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8,768
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Inventories
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5,685
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3,839
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Prepaid expenses and other current assets
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4,661
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4,881
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Deferred tax assets
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1,014
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|
997
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|
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Total current assets
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87,034
|
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90,753
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|
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Property and equipment - net of depreciation (includes $72,787 at March 31, 2013 and $72,115 at December 31, 2012, attributable to Centennial Founders LLC, Note 12)
|
151,781
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146,590
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Investments in unconsolidated joint ventures
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55,331
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54,022
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Long-term water assets
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28,509
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28,565
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Long-term deferred tax assets
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5,376
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5,376
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Other assets
|
2,541
|
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2,550
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TOTAL ASSETS
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$
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330,572
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$
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327,856
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LIABILITIES AND EQUITY
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Current Liabilities:
|
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Trade accounts payable
|
$
|
3,745
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$
|
3,845
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Accrued liabilities and other
|
3,769
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|
2,132
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Deferred income
|
1,353
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|
1,195
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Current portion of long-term debt
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42
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41
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Total current liabilities
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8,909
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|
7,213
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Long-term debt, less current portion
|
202
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212
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Long-term deferred gains
|
2,248
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2,248
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Other liabilities
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6,970
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6,508
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Pension liability
|
3,254
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|
3,416
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Total liabilities
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21,583
|
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|
19,597
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Commitments and contingencies
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Equity:
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Tejon Ranch Co. Stockholders’ Equity
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Common stock, $.50 par value per share:
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Authorized shares - 30,000,000
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Issued and outstanding shares - 20,131,845 at March 31, 2013 and 20,085,865 at December 31, 2012
|
10,066
|
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|
10,043
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|
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Additional paid-in capital
|
198,220
|
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|
198,117
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|
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Accumulated other comprehensive loss
|
(5,144
|
)
|
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(5,118
|
)
|
||
Retained earnings
|
66,165
|
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|
65,550
|
|
||
Total Tejon Ranch Co. Stockholders’ Equity
|
269,307
|
|
|
268,592
|
|
||
Non-controlling interest
|
39,682
|
|
|
39,667
|
|
||
Total equity
|
308,989
|
|
|
308,259
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
330,572
|
|
|
$
|
327,856
|
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Three Months Ended March 31
|
||||||
|
2013
|
|
2012
|
||||
Operating Activities
|
|
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|
||||
Net income
|
$
|
630
|
|
|
$
|
233
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
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|
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Depreciation and amortization
|
923
|
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|
875
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|
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Amortization of premium/discount of marketable securities
|
232
|
|
|
206
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|
||
Equity in (earnings) losses of unconsolidated joint ventures, net
|
(409
|
)
|
|
359
|
|
||
Non-cash retirement plan expense
|
162
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|
113
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|
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Gains on sales of real estate/assets
|
—
|
|
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(137
|
)
|
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Amortization of stock compensation expense
|
629
|
|
|
1,052
|
|
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Changes in operating assets and liabilities:
|
|
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|
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Receivables, inventories and other assets, net
|
2,488
|
|
|
(849
|
)
|
||
Current liabilities, net
|
(1,088
|
)
|
|
(4,901
|
)
|
||
Net cash provided by (used in) operating activities
|
3,567
|
|
|
(3,049
|
)
|
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Investing Activities
|
|
|
|
||||
Maturities and sales of marketable securities
|
7,189
|
|
|
2,852
|
|
||
Funds invested in marketable securities
|
(8,320
|
)
|
|
(7,834
|
)
|
||
Property and equipment expenditures
|
(3,718
|
)
|
|
(3,654
|
)
|
||
Investment in long term term water assets
|
(121
|
)
|
|
—
|
|
||
Investment in unconsolidated joint ventures
|
(900
|
)
|
|
(3,804
|
)
|
||
Other
|
10
|
|
|
72
|
|
||
Net cash used in investing activities
|
(5,860
|
)
|
|
(12,368
|
)
|
||
Financing Activities
|
|
|
|
||||
Repayments of long-term debt
|
(9
|
)
|
|
(9
|
)
|
||
Proceeds from exercise of stock options
|
211
|
|
|
123
|
|
||
Taxes on vested stock grants
|
(845
|
)
|
|
(1,124
|
)
|
||
Net cash used in financing activities
|
(643
|
)
|
|
(1,010
|
)
|
||
Decrease in cash and cash equivalents
|
(2,936
|
)
|
|
(16,427
|
)
|
||
Cash and cash equivalents at beginning of year
|
7,219
|
|
|
18,372
|
|
||
Cash and cash equivalents at end of period
|
$
|
4,283
|
|
|
$
|
1,945
|
|
Supplemental cash flow information
|
|
|
|
||||
Accrued capital expenditures included in current liabilities
|
$
|
2,170
|
|
|
$
|
577
|
|
|
Common
Stock Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total Tejon
Ranch Co.’s
Stockholders'
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||||
Balance at January 1, 2012
|
19,975,706
|
|
|
$
|
9,988
|
|
|
$
|
194,273
|
|
|
$
|
(4,756
|
)
|
|
$
|
61,109
|
|
|
$
|
260,614
|
|
|
$
|
39,825
|
|
|
$
|
300,439
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|
4,441
|
|
|
(158
|
)
|
|
4,283
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(362
|
)
|
|||||||
Exercise of stock options and related tax benefit of $8
|
13,641
|
|
|
7
|
|
|
363
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
370
|
|
|||||||
Restricted stock issuance
|
179,172
|
|
|
89
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
5,832
|
|
|
—
|
|
|
—
|
|
|
5,832
|
|
|
—
|
|
|
5,832
|
|
|||||||
Shares withheld for taxes
|
(82,654
|
)
|
|
(41
|
)
|
|
(2,262
|
)
|
|
—
|
|
|
—
|
|
|
(2,303
|
)
|
|
—
|
|
|
(2,303
|
)
|
|||||||
Balance at December 31, 2012
|
20,085,865
|
|
|
10,043
|
|
|
198,117
|
|
|
(5,118
|
)
|
|
65,550
|
|
|
268,592
|
|
|
39,667
|
|
|
308,259
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
615
|
|
|
615
|
|
|
15
|
|
|
630
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||||
Exercise of stock options and related tax benefit of $3
|
7,567
|
|
|
4
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
|||||||
Restricted stock issuance
|
66,722
|
|
|
33
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation
|
—
|
|
|
—
|
|
|
760
|
|
|
—
|
|
|
—
|
|
|
760
|
|
|
—
|
|
|
760
|
|
|||||||
Shares withheld for taxes
|
(28,309
|
)
|
|
(14
|
)
|
|
(831
|
)
|
|
—
|
|
|
—
|
|
|
(845
|
)
|
|
—
|
|
|
(845
|
)
|
|||||||
Balance at March 31, 2013
|
20,131,845
|
|
|
$
|
10,066
|
|
|
$
|
198,220
|
|
|
$
|
(5,144
|
)
|
|
$
|
66,165
|
|
|
$
|
269,307
|
|
|
$
|
39,682
|
|
|
$
|
308,989
|
|
|
Three Months Ended
March 31 |
||||
|
2013
|
|
2012
|
||
Weighted average number of shares outstanding:
|
|
|
|
||
Common stock
|
20,100,115
|
|
|
19,990,558
|
|
Common stock equivalents-stock options, grants
|
15,327
|
|
|
32,744
|
|
Diluted shares outstanding
|
20,115,442
|
|
|
20,023,302
|
|
($ in thousands)
|
|
|
2013
|
|
2012
|
||||||||||||
Marketable Securities:
|
Fair
Value
Hierarchy
|
|
Cost
|
|
Estimated
Fair
Value
|
|
Cost
|
|
Estimated
Fair
Value
|
||||||||
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
$
|
1,435
|
|
|
$
|
1,431
|
|
|
$
|
1,578
|
|
|
$
|
1,571
|
|
with unrecognized losses for more than 12 months
|
|
|
58
|
|
|
58
|
|
|
508
|
|
|
507
|
|
||||
with unrecognized gains
|
|
|
7,040
|
|
|
7,102
|
|
|
5,586
|
|
|
5,628
|
|
||||
Total Certificates of deposit
|
Level 1
|
|
8,533
|
|
|
8,591
|
|
|
7,672
|
|
|
7,706
|
|
||||
US Treasury and agency notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
992
|
|
|
982
|
|
|
3,057
|
|
|
3,024
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
3,936
|
|
|
3,909
|
|
|
874
|
|
|
873
|
|
||||
with unrecognized gains
|
|
|
12,177
|
|
|
12,271
|
|
|
12,175
|
|
|
12,267
|
|
||||
Total US Treasury and agency notes
|
Level 2
|
|
17,105
|
|
|
17,162
|
|
|
16,106
|
|
|
16,164
|
|
||||
Corporate notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
5,207
|
|
|
5,156
|
|
|
1,993
|
|
|
1,971
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
200
|
|
||||
with unrecognized gains
|
|
|
25,278
|
|
|
25,655
|
|
|
29,210
|
|
|
29,653
|
|
||||
Total Corporate notes
|
Level 2
|
|
30,485
|
|
|
30,811
|
|
|
31,404
|
|
|
31,824
|
|
||||
Municipal notes
|
|
|
|
|
|
|
|
|
|
||||||||
with unrecognized losses for less than 12 months
|
|
|
1,286
|
|
|
1,281
|
|
|
1,961
|
|
|
1,948
|
|
||||
with unrecognized losses for more than 12 months
|
|
|
827
|
|
|
822
|
|
|
620
|
|
|
613
|
|
||||
with unrecognized gains
|
|
|
7,128
|
|
|
7,238
|
|
|
6,702
|
|
|
6,794
|
|
||||
Total Municipal notes
|
Level 2
|
|
9,241
|
|
|
9,341
|
|
|
9,283
|
|
|
9,355
|
|
||||
|
|
|
$
|
65,364
|
|
|
$
|
65,905
|
|
|
$
|
64,465
|
|
|
$
|
65,049
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
At 12/31/2012
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Total
|
||||||||||
Certificates of deposit
|
$
|
1,268
|
|
|
$
|
1,627
|
|
|
$
|
4,316
|
|
|
$
|
301
|
|
|
$
|
7,512
|
|
U.S. Treasury and agency notes
|
6,285
|
|
|
7,248
|
|
|
2,633
|
|
|
11
|
|
|
16,177
|
|
|||||
Corporate notes
|
10,916
|
|
|
6,729
|
|
|
9,420
|
|
|
3,325
|
|
|
30,390
|
|
|||||
Municipal notes
|
2,305
|
|
|
4,340
|
|
|
1,960
|
|
|
400
|
|
|
9,005
|
|
|||||
|
$
|
20,774
|
|
|
$
|
19,944
|
|
|
$
|
18,329
|
|
|
$
|
4,037
|
|
|
$
|
63,084
|
|
(in acre feet)
|
March 31, 2013
|
|
December 31, 2012
|
||
Banked water and water for future delivery
|
|
|
|
||
AVEK water bank
|
11,616
|
|
|
11,478
|
|
Company water bank
|
8,818
|
|
|
8,700
|
|
AVEK water for future delivery
|
2,362
|
|
|
2,362
|
|
Total Company and AVEK banked water
|
22,796
|
|
|
22,540
|
|
Transferable Water with AVEK
|
14,786
|
|
|
14,786
|
|
SWP contracts
|
3,444
|
|
|
3,444
|
|
Total purchased water - third parties
|
41,026
|
|
|
40,770
|
|
WRMWSD - Contracts with Company
|
15,547
|
|
|
15,547
|
|
TCWD - Contracts with Company
|
5,278
|
|
|
5,278
|
|
TCWD - Banked water contracted to Company
|
38,945
|
|
|
38,945
|
|
Total purchased and contracted water sources in acre feet
|
100,796
|
|
|
100,540
|
|
($ in thousands)
|
March 31, 2013
|
|
December 31, 2012
|
||||
Banked water and water for future delivery - Company and AVEK
|
$
|
4,492
|
|
|
$
|
4,448
|
|
Transferable water
|
8,988
|
|
|
8,988
|
|
||
SWP Contracts (net of accumulated amortization of $2,198 and $2,021 at March 31, 2013 and December 31 2012, respectively)
|
15,737
|
|
|
15,837
|
|
||
Total water assets
|
29,217
|
|
|
29,273
|
|
||
Less: current portion
|
(708
|
)
|
|
(708
|
)
|
||
Long-term water assets
|
$
|
28,509
|
|
|
$
|
28,565
|
|
($ in thousands)
|
March 31, 2013
|
|
December 31, 2012
|
||||
Accrued vacation
|
$
|
689
|
|
|
$
|
674
|
|
Accrued paid personal leave
|
629
|
|
|
662
|
|
||
Accrued bonus
|
912
|
|
|
573
|
|
||
Water payable
|
386
|
|
|
—
|
|
||
Property tax payable
|
606
|
|
|
—
|
|
||
Other
|
547
|
|
|
223
|
|
||
|
$
|
3,769
|
|
|
$
|
2,132
|
|
($ in thousands)
|
March 31, 2013
|
|
December 31, 2012
|
||||
Note payable to a bank
|
$
|
244
|
|
|
$
|
253
|
|
Less current portion
|
(42
|
)
|
|
(41
|
)
|
||
|
$
|
202
|
|
|
$
|
212
|
|
|
March 31
2013 |
|
December 31
2012 |
||
Stock Grants Outstanding Beginning of the Year
|
688,041
|
|
|
744,508
|
|
New Stock Grants/Estimated additional shares maximum performance
|
56,087
|
|
|
113,643
|
|
Vested Grants
|
(62,997
|
)
|
|
(170,110
|
)
|
Expired/Forfeited Grants
|
(70,145
|
)
|
|
—
|
|
Stock Grants Outstanding March 31, 2013
|
610,986
|
|
|
688,041
|
|
(in shares)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||
Employee 1998 Plan:
|
|
March 31,
2013 |
|
March 31,
2012 |
||||
Expensed
|
|
$
|
437,000
|
|
|
$
|
971,000
|
|
Capitalized
|
|
131,000
|
|
|
196,000
|
|
||
|
|
568,000
|
|
|
1,167,000
|
|
||
NDSI Plan
|
|
192,000
|
|
|
81,000
|
|
||
|
|
$
|
760,000
|
|
|
$
|
1,248,000
|
|
(1)
|
Groundwater plume of chlorinated hydrocarbon compounds.
This order directs the Company’s former tenant Lafarge Corporation, or Lafarge, the current tenant National, and the Company to, among other things, clean up groundwater contamination on the leased property. In 2003, Lafarge and National installed a groundwater pump-and-treat system to clean up the groundwater. The Company is advised that Lafarge and National continue to operate the cleanup system and will continue to do so over the near-term.
|
(2)
|
Cement kiln dust.
National and Lafarge have consolidated, closed and capped cement kiln dust piles located on land leased from the Company. An order of the RWQCB directs National, Lafarge and the Company to maintain and monitor the effectiveness of the cap. Maintenance of the cap and groundwater monitoring remain as on-going activities.
|
(3)
|
Former industrial waste landfills.
This order requires Lafarge, National and the Company to complete the cleanup of groundwater associated with the former industrial waste landfills. The Company is advised that the cleanup is complete. Lafarge continues to monitor the groundwater.
|
(4)
|
Diesel fuel.
An order of the RWQCB directs Lafarge, National and the Company to clean up contamination from a diesel fuel tank and pipeline. The Company is advised that Lafarge and National have substantially completed the groundwater cleanup and that groundwater monitoring remains an on-going activity.
|
(In thousands)
|
2013
|
|
2012
|
||||
Cost components:
|
|
|
|
||||
Service cost-benefits earned during the period
|
$
|
(71
|
)
|
|
$
|
(63
|
)
|
Interest cost on projected benefit obligation
|
(94
|
)
|
|
(96
|
)
|
||
Expected return on plan assets
|
114
|
|
|
111
|
|
||
Net amortization and deferral
|
(48
|
)
|
|
(105
|
)
|
||
Total net periodic pension cost
|
$
|
(99
|
)
|
|
$
|
(153
|
)
|
|
Three Months Ended
|
||||||
(In thousands)
|
2013
|
|
2012
|
||||
Cost components:
|
|
|
|
||||
Service cost-benefits earned during the period
|
$
|
(43
|
)
|
|
$
|
(43
|
)
|
Interest cost on projected benefit obligation
|
(54
|
)
|
|
(54
|
)
|
||
Net amortization and deferral
|
(72
|
)
|
|
(16
|
)
|
||
Total net periodic pension cost
|
$
|
(169
|
)
|
|
$
|
(113
|
)
|
(In thousands)
|
2013
|
|
2012
|
||||
Commercial leases
|
$
|
1,659
|
|
|
$
|
1,416
|
|
Grazing leases
|
374
|
|
|
293
|
|
||
Land Sale
|
—
|
|
|
141
|
|
||
All other land management ancillary services
|
689
|
|
|
298
|
|
||
|
$
|
2,722
|
|
|
$
|
2,148
|
|
|
|
Three Months Ended
|
||||||
($ in thousands)
|
|
March 31, 2013
|
|
March 31, 2012
|
||||
Oil and gas
|
|
$
|
2,254
|
|
|
$
|
3,331
|
|
Rock aggregate
|
|
140
|
|
|
112
|
|
||
Cement
|
|
160
|
|
|
149
|
|
||
Land lease for oil exploration
|
|
312
|
|
|
314
|
|
||
|
|
$
|
2,866
|
|
|
$
|
3,906
|
|
•
|
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. This is a
60%
-owned joint venture which owns and operates travel plazas/commercial highway operations in TRCC. It houses multiple commercial eating establishments as well as diesel and gasoline operations. The Company does not control the investment due to its having only
50%
voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations at the facility. At
March 31, 2013
, the Company had an equity investment balance of
$7,977,000
in this joint venture.
|
•
|
Tejon Mountain Village LLC – Tejon Mountain Village LLC, or TMV LLC, is an unconsolidated joint venture between the Company and DMB TMV LLC (a wholly owned subsidiary of DMB Associates, Inc.) formed to obtain all necessary government entitlement approvals and to develop the Tejon Mountain Village project. The Company owns a
50%
interest in this venture. At
March 31, 2013
, the Company’s equity investment balance in this joint venture was
$41,418,000
.
|
•
|
Rockefeller Joint Ventures – The Company has
two
joint ventures with Rockefeller Group Development Corporation for the development of buildings on approximately
91
acres. These joint ventures are part of an agreement for the potential
|
•
|
Centennial Founders, LLC – Centennial Founders, LLC is a joint venture with Pardee Homes, Lewis Investment Company, and Standard Pacific Corp. that was organized to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Company Agreement of Centennial Founders, LLC and the change in control and funding that resulted from the amended agreement, Centennial Founders, LLC qualified as a variable interest entity, beginning in the third quarter of 2009 and the Company was determined to be the primary beneficiary. As a result, Centennial Founders, LLC has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. At
March 31, 2013
the Company had a
71.45%
ownership position in Centennial Founders, LLC.
|
($ in thousands)
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||
Statement of Operations for the three months ending March 31, 2013
|
Petro Travel
Plaza
Holdings
|
|
Five West
Parcel
|
|
Tejon
Mountain
Village
|
|
18-19 West
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Gross revenues
|
$
|
26,474
|
|
|
$
|
846
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
27,334
|
|
|
$
|
158
|
|
Net income (loss)
|
$
|
650
|
|
|
$
|
55
|
|
|
$
|
(26
|
)
|
|
$
|
10
|
|
|
$
|
689
|
|
|
$
|
51
|
|
Partner’s share of net income (loss)
|
$
|
260
|
|
|
$
|
28
|
|
|
$
|
(13
|
)
|
|
$
|
5
|
|
|
$
|
280
|
|
|
$
|
15
|
|
Equity in income (losses)
|
$
|
390
|
|
|
$
|
27
|
|
|
$
|
(13
|
)
|
|
$
|
5
|
|
|
$
|
409
|
|
|
$
|
—
|
|
Balance Sheet Information as of 3/31/2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
$
|
9,828
|
|
|
$
|
877
|
|
|
$
|
453
|
|
|
$
|
46
|
|
|
$
|
11,204
|
|
|
$
|
247
|
|
Property and equipment, net
|
44,116
|
|
|
18,532
|
|
|
94,642
|
|
|
4,428
|
|
|
161,718
|
|
|
73,028
|
|
||||||
Other assets
|
236
|
|
|
722
|
|
|
—
|
|
|
—
|
|
|
958
|
|
|
—
|
|
||||||
Long-term debt
|
(17,173
|
)
|
|
(11,000
|
)
|
|
—
|
|
|
—
|
|
|
(28,173
|
)
|
|
—
|
|
||||||
Other liabilities
|
(2,660
|
)
|
|
(213
|
)
|
|
(480
|
)
|
|
(10
|
)
|
|
(3,363
|
)
|
|
(901
|
)
|
||||||
Net assets
|
$
|
34,347
|
|
|
$
|
8,918
|
|
|
$
|
94,615
|
|
|
$
|
4,464
|
|
|
$
|
142,344
|
|
|
$
|
72,374
|
|
|
UNCONSOLIDATED
|
|
CONSOLIDATED
|
||||||||||||||||||||
Statement of Operations for the three months ending March 31, 2012
|
Petro Travel
Plaza
Holdings
|
|
Five West
Parcel
|
|
Tejon
Mountain
Village
|
|
18-19 West
|
|
Total
|
|
Centennial-VIE
|
||||||||||||
Gross revenues
|
$
|
27,873
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
28,143
|
|
|
$
|
41
|
|
Net income (loss)
|
$
|
(63
|
)
|
|
$
|
(247
|
)
|
|
$
|
(33
|
)
|
|
$
|
66
|
|
|
$
|
(277
|
)
|
|
$
|
(134
|
)
|
Partner’s share of net income (loss)
|
$
|
(25
|
)
|
|
$
|
(124
|
)
|
|
$
|
(16
|
)
|
|
$
|
33
|
|
|
$
|
(132
|
)
|
|
$
|
(42
|
)
|
Equity in income (losses)
|
$
|
(252
|
)
|
|
$
|
(123
|
)
|
|
$
|
(17
|
)
|
|
$
|
33
|
|
|
$
|
(359
|
)
|
|
$
|
—
|
|
Balance Sheet Information as of 12/31/2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
$
|
9,577
|
|
|
$
|
194
|
|
|
$
|
218
|
|
|
$
|
42
|
|
|
$
|
10,031
|
|
|
$
|
491
|
|
Property and equipment, net
|
44,196
|
|
|
19,025
|
|
|
92,846
|
|
|
4,412
|
|
|
160,479
|
|
|
72,356
|
|
||||||
Other assets
|
246
|
|
|
683
|
|
|
—
|
|
|
—
|
|
|
929
|
|
|
—
|
|
||||||
Long-term debt
|
(17,358
|
)
|
|
(11,000
|
)
|
|
—
|
|
|
—
|
|
|
(28,358
|
)
|
|
—
|
|
||||||
Other liabilities
|
(3,350
|
)
|
|
(39
|
)
|
|
(224
|
)
|
|
(1
|
)
|
|
(3,614
|
)
|
|
(1,099
|
)
|
||||||
Net assets
|
$
|
33,311
|
|
|
$
|
8,863
|
|
|
$
|
92,840
|
|
|
$
|
4,453
|
|
|
$
|
139,467
|
|
|
$
|
71,748
|
|
(In thousands)
|
2013
|
|
2012
|
||||
Operating activities
|
$
|
3,567
|
|
|
$
|
(3,049
|
)
|
Investing activities
|
$
|
(5,860
|
)
|
|
$
|
(12,368
|
)
|
Financing activities
|
$
|
(643
|
)
|
|
$
|
(1,010
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
One Year or
Less
|
|
Years 2-3
|
|
Years 4-5
|
|
After 5
Years
|
||||||||||
CONTRACTUAL OBLIGATIONS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
244
|
|
|
$
|
42
|
|
|
$
|
90
|
|
|
$
|
103
|
|
|
$
|
9
|
|
Interest on fixed rate debt
|
45
|
|
|
15
|
|
|
22
|
|
|
8
|
|
|
—
|
|
|||||
Line of Credit
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letter of Credit Fee
|
83
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|||||
Tejon Ranch Conservancy
|
4,400
|
|
|
480
|
|
|
1,280
|
|
|
880
|
|
|
1,760
|
|
|||||
Cash contract commitments
|
4,491
|
|
|
4,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Defined Benefit Plan
|
4,050
|
|
|
850
|
|
|
1,600
|
|
|
1,600
|
|
|
—
|
|
|||||
SERP
|
3,910
|
|
|
419
|
|
|
824
|
|
|
800
|
|
|
1,867
|
|
|||||
Estimated minimum payments to WRMWSD
|
57,500
|
|
|
2,500
|
|
|
5,000
|
|
|
5,000
|
|
|
45,000
|
|
|||||
Total contractual obligations
|
$
|
74,731
|
|
|
$
|
8,805
|
|
|
$
|
8,899
|
|
|
$
|
8,391
|
|
|
$
|
48,636
|
|
|
Amount of Commitment Expiration Per Period
|
|||||||||||||||
(In thousands)
|
Total
|
|
One Year or
Less
|
|
Years 1-3
|
|
Years 4-5
|
|
After 5
Years
|
|||||||
OTHER COMMERCIAL COMMITMENTS:
|
|
|
|
|
|
|
|
|
|
|||||||
Standby letter of credit
|
$
|
5,426
|
|
|
|
|
$
|
5,426
|
|
|
—
|
|
|
—
|
|
|
Total other commercial commitments
|
$
|
5,426
|
|
|
—
|
|
|
$
|
5,426
|
|
|
—
|
|
|
—
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value at
03/31/2013
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
$
|
14,858
|
|
|
$
|
19,190
|
|
|
$
|
20,363
|
|
|
$
|
9,164
|
|
|
$
|
1,789
|
|
|
$
|
—
|
|
|
$
|
65,364
|
|
|
$
|
65,905
|
|
Weighted average interest rate
|
1.83
|
%
|
|
1.49
|
%
|
|
1.57
|
%
|
|
1.10
|
%
|
|
1.24
|
%
|
|
—
|
%
|
|
1.53
|
%
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
$
|
31
|
|
|
$
|
43
|
|
|
$
|
46
|
|
|
$
|
49
|
|
|
$
|
52
|
|
|
$
|
23
|
|
|
$
|
244
|
|
|
|
||
Weighted average interest rate
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value
12/31/2012
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities
|
$
|
20,903
|
|
|
$
|
20,264
|
|
|
$
|
18,971
|
|
|
$
|
4,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,465
|
|
|
$
|
65,049
|
|
Weighted average interest rate
|
2.05
|
%
|
|
1.44
|
%
|
|
1.49
|
%
|
|
1.47
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.66
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
$
|
41
|
|
|
$
|
43
|
|
|
$
|
46
|
|
|
$
|
49
|
|
|
$
|
52
|
|
|
$
|
22
|
|
|
$
|
253
|
|
|
$
|
253
|
|
Weighted average interest rate
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
|
|
3.1
|
Restated Certificate of Incorporation
|
FN 1
|
|
|
|
|
|
|
|
3.2
|
By-Laws
|
FN 1
|
|
|
|
|
|
|
|
4.1
|
Form of First Additional Investment Right
|
FN 2
|
|
|
|
|
|
|
|
4.2
|
Form of Second Additional Investment Right
|
FN 3
|
|
|
|
|
|
|
|
4.3
|
Registration and Reimbursement Agreement
|
FN 10
|
|
|
|
|
|
|
|
10.1
|
Water Service Contract with Wheeler Ridge-Maricopa Water Storage District (without exhibits), amendments originally filed under Item 11 to Registrant’s Annual Report on Form 10-K
|
FN 4
|
|
|
|
|
|
|
|
10.5
|
Petro Travel Plaza Operating Agreement
|
FN 5
|
|
|
|
|
|
|
|
10.6
|
*Amended and Restated Stock Option Agreement Pursuant to the 1992 Employee Stock Incentive Plan
|
FN 5
|
|
|
|
|
|
|
|
10.7
|
*Severance Agreement
|
FN 5
|
|
|
|
|
|
|
|
10.8
|
*Director Compensation Plan
|
FN 5
|
|
|
|
|
|
|
|
10.9
|
*Amended and Restated Non-Employee Director Stock Incentive Plan
|
FN 13
|
|
|
|
|
|
|
|
10.9 (1)
|
*Stock Option Agreement Pursuant to the Non-Employee Director Stock Incentive Plan
|
FN 5
|
|
|
|
|
|
|
|
10.10
|
*Amended and Restated 1998 Stock Incentive Plan
|
FN 14
|
|
|
|
|
|
|
|
10.10 (1)
|
*Stock Option Agreement Pursuant to the 1998 Stock Incentive Plan
|
FN 5
|
|
|
|
|
|
|
|
10.11
|
*Employment Contract – Robert A. Stine
|
FN 5
|
|
|
|
|
|
|
|
10.12
|
Lease Agreement with Calpine Corp.
|
FN 6
|
|
|
|
|
|
|
|
10.15
|
Form of Securities Purchase Agreement
|
FN 7
|
|
|
|
|
|
|
|
10.16
|
Form of Registration Rights Agreement
|
FN 8
|
|
|
|
|
|
|
|
10.17
|
*2004 Stock Incentive Program
|
FN 9
|
|
|
|
|
|
|
|
10.18
|
*Form of Restricted Stock Unit Agreement
|
FN 9
|
|
|
|
|
|
|
|
10.19
|
*Form of Restricted Stock Agreement for Directors
|
FN 9
|
|
|
|
|
|
|
|
10.23
|
Tejon Mountain Village LLC Operating Agreement
|
FN 11
|
|
|
|
|
|
|
|
10.24
|
Tejon Ranch Conservation and Land Use Agreement
|
FN 12
|
|
|
|
|
|
|
|
10.25
|
Second Amended and Restated Limited Liability Agreement of Centennial Founders, LLC
|
FN 15
|
|
|
|
|
|
|
|
10.26
|
*Executive Employment Agreement - Allen E. Lyda
|
FN 16
|
|
|
|
|
|
|
|
31.1
|
Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200295
|
|
|
|
|
|
|
|
|
31.2
|
Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200296
|
|
|
|
|
|
|
|
|
32
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200297
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
*
|
Management contract, compensatory plan or arrangement.
|
|||
FN 1
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1987, is incorporated herein by reference.
|
|||
FN 2
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.3 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
|||
FN 3
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number I-7183) as Exhibit 4.4 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
|||
FN 4
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for year ended December 31, 1994, is incorporated herein by reference.
|
|||
FN 5
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K, for the period ending December 31, 1997, is incorporated herein by reference.
|
|||
FN 6
|
This document filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 14 to our Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by reference.
|
|||
FN 7
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.1 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
|||
FN 8
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.2 to our Current Report on Form 8-K filed on May 7, 2004, is incorporated herein by reference.
|
|||
FN 9
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) under Item 15 to our Annual Report on Form 10-K for the year ended December 31, 2004, is incorporated herein by reference.
|
FN 10
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2005, is incorporated herein by reference.
|
|||
FN 11
|
This document, filed with the Securities and Exchange Commission in Washington D.C. (file number 1-7183) as Exhibit 10.24 to our Current Report on Form 8-K filed on May 24, 2006, is incorporated herein by reference.
|
|||
FN 12
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.28 to our Current Report on Form 8-K filed on June 23, 2008, is incorporated herein by reference.
|
|||
FN 13
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.9 to our Annual Report on form 10-K for the year ended December 31, 2008, is incorporated herein by reference.
|
|||
FN 14
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) as Exhibit 10.10 to our Annual Report on form 10-K for the year ended December 31, 2008, is incorporated herein by reference
|
|||
FN 15
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Item 5 to our Quarterly Report on Form 10-Q for the period ending June 30, 2009, is incorporated herein by reference.
|
|||
FN 16
|
This document, filed with the Securities and Exchange Commission in Washington, D.C. (file number 1-7183) under Item 5 to our Quarterly Report on Form 10-Q for the period ending March 31, 2013, is incorporated herein by reference.
|
|
|
TEJON RANCH CO.
|
||
|
|
(The Company)
|
||
|
|
|
|
|
May 8, 2013
|
|
BY
|
|
/s/ Allen E. Lyda
|
DATE
|
|
|
|
Allen E. Lyda
|
|
|
|
|
Executive Vice President, Chief Financial Officer
|
1.
|
TERM OF EMPLOYMENT
|
2.
|
DUTIES AND RESPONSIBILITIES
|
3.
|
COMPENSATION AND BENEFITS
|
4.
|
TERMINATION OF EMPLOYMENT
|
5.
|
COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT
|
6.
|
SEVERANCE PAY
|
7.
|
TERMINATION OBLIGATIONS
|
8.
|
ARBITRATION
|
9.
|
ASSIGNMENT
|
10.
|
ENTIRE AGREEMENT
|
11.
|
AMENDMENT; WAIVER
|
12.
|
NOTICES
|
13.
|
SEVERABILITY
|
14.
|
TAX TREATMENT
|
15.
|
GOVERNING LAW
|
16.
|
COUNTERPARTS
|
17.
|
AUTHORITY
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tejon Ranch Co.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 8, 2013
|
/s/ Robert A. Stine
|
|
|
|
|
Robert A. Stine,
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tejon Ranch Co.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 8, 2013
|
/s/ Allen E. Lyda
|
|
|
|
|
Allen E. Lyda
|
|
|
|
Chief Financial Officer
|
•
|
The Quarterly Report of the Company on Form 10-Q for the period ended
March 31, 2013
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:
|
May 8, 2013
|
|
|
|
|
/s/ Robert A. Stine
|
|
|
Robert A. Stine,
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Allen E. Lyda
|
|
|
Allen E. Lyda
|
|
|
Chief Financial Officer
|
|