Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TEJON RANCH CO | |
Entity Central Index Key | 96,869 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock Shares Outstanding | 25,960,262 | |
Trading Symbol | TRC |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 5,070 | $ 5,963 | $ 18,539 | $ 11,665 |
Costs and Expenses: | ||||
Total expenses | 7,419 | 8,018 | 19,343 | 17,282 |
Operating loss | (2,349) | (2,055) | (804) | (5,617) |
Other Income: | ||||
Investment income | 346 | 95 | 629 | 198 |
Other loss, net | (10) | (275) | (24) | (289) |
Total other income (loss) | 336 | (180) | 605 | (91) |
Loss from operations before equity in earnings of unconsolidated joint ventures | (2,013) | (2,235) | (199) | (5,708) |
Equity in earnings of unconsolidated joint ventures, net | 652 | 1,560 | 819 | 1,788 |
(Loss) income before income tax expense | (1,361) | (675) | 620 | (3,920) |
Income tax (benefit) expense | (348) | (472) | 178 | (1,804) |
Net (loss) income | (1,013) | (203) | 442 | (2,116) |
Net loss attributable to non-controlling interest | (16) | (27) | (18) | (38) |
Net (loss) income attributable to common stockholders | $ (997) | $ (176) | $ 460 | $ (2,078) |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | $ (0.01) | $ 0.02 | $ (0.10) |
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | $ (0.01) | $ 0.02 | $ (0.10) |
Real estate - commercial/industrial | ||||
Other Income: | ||||
Equity in earnings of unconsolidated joint ventures, net | $ 652 | $ 1,560 | $ 819 | $ 1,788 |
(Loss) income before income tax expense | 1,453 | 1,741 | 2,455 | 2,415 |
Real estate - resort/residential | ||||
Costs and Expenses: | ||||
Total expenses | 433 | 500 | 848 | 1,130 |
Mineral resources | ||||
Other Income: | ||||
Loss from operations before equity in earnings of unconsolidated joint ventures | 905 | 990 | 5,805 | 1,667 |
Ranch operations | ||||
Other Income: | ||||
Loss from operations before equity in earnings of unconsolidated joint ventures | (509) | (601) | (909) | (1,013) |
Operating Segments | Real estate - commercial/industrial | ||||
Revenues: | ||||
Total revenues | 2,189 | 2,083 | 4,343 | 4,272 |
Costs and Expenses: | ||||
Total expenses | 1,388 | 1,902 | 2,707 | 3,645 |
Operating Segments | Mineral resources | ||||
Revenues: | ||||
Total revenues | 1,500 | 1,519 | 10,631 | 3,520 |
Costs and Expenses: | ||||
Total expenses | 595 | 529 | 4,826 | 1,853 |
Operating Segments | Farming | ||||
Revenues: | ||||
Total revenues | 542 | 1,501 | 1,737 | 1,932 |
Costs and Expenses: | ||||
Total expenses | 1,191 | 1,258 | 3,029 | 2,581 |
Operating Segments | Ranch operations | ||||
Revenues: | ||||
Total revenues | 839 | 860 | 1,828 | 1,941 |
Costs and Expenses: | ||||
Total expenses | 1,348 | 1,461 | 2,737 | 2,954 |
Corporate expenses | ||||
Costs and Expenses: | ||||
Total expenses | $ 2,464 | $ 2,368 | $ 5,196 | $ 5,119 |
Unaudited Consolidated Stateme3
Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (1,013) | $ (203) | $ 442 | $ (2,116) |
Other comprehensive income (loss): | ||||
Unrealized (loss) gain on available-for-sale securities | (68) | 17 | 370 | 55 |
Benefit plan adjustments | 0 | 1,139 | 0 | 1,139 |
SERP liability adjustments | 0 | 487 | 0 | 487 |
Unrealized gain (loss) on interest rate swap | 528 | (252) | 1,856 | 122 |
Other comprehensive income before taxes | 460 | 1,391 | 1,486 | 1,803 |
Provision for income taxes related to other comprehensive income items | (96) | (569) | (312) | (731) |
Other comprehensive income | 364 | 822 | 1,174 | 1,072 |
Comprehensive (loss) income | (649) | 619 | 1,616 | (1,044) |
Comprehensive loss attributable to non-controlling interests | (16) | (27) | (18) | (38) |
Comprehensive (loss) income attributable to common stockholders | $ (633) | $ 646 | $ 1,634 | $ (1,006) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 10,611 | $ 20,107 |
Marketable securities - available-for-sale | 69,952 | 70,868 |
Accounts receivable | 2,715 | 7,608 |
Inventories | 7,335 | 2,469 |
Prepaid expenses and other current assets | 3,023 | 2,849 |
Total current assets | 93,636 | 103,901 |
Real estate and improvements - held for lease, net | 18,931 | 19,115 |
Real estate development (includes $96,372 at June 30, 2018 and $94,271 at December 31, 2017, attributable to Centennial Founders, LLC, Note 15) | 275,088 | 267,336 |
Property and equipment, net | 45,738 | 45,332 |
Investments in unconsolidated joint ventures | 30,742 | 30,031 |
Net investment in water assets | 49,034 | 47,130 |
Deferred tax assets | 1,250 | 1,562 |
Other assets | 4,341 | 3,792 |
TOTAL ASSETS | 518,760 | 518,199 |
Current Liabilities: | ||
Trade accounts payable | 3,293 | 3,545 |
Accrued liabilities and other | 2,832 | 1,810 |
Deferred income | 1,292 | 1,118 |
Current maturities of long-term debt | 4,103 | 4,004 |
Total current liabilities | 11,520 | 10,477 |
Long-term debt, less current portion | 63,694 | 65,816 |
Long-term deferred gains | 3,405 | 3,405 |
Other liabilities | 10,546 | 11,691 |
Total liabilities | 89,165 | 91,389 |
Commitments and contingencies | ||
Tejon Ranch Co. Stockholders’ Equity | ||
Issued and outstanding shares - 25,952,943 at June 30, 2018 and 25,894,773 at December 31, 2017 | 12,976 | 12,947 |
Additional paid-in capital | 321,307 | 320,167 |
Accumulated other comprehensive loss | (4,090) | (5,264) |
Retained earnings | 70,852 | 70,392 |
Total Tejon Ranch Co. Stockholders’ Equity | 401,045 | 398,242 |
Non-controlling interest | 28,550 | 28,568 |
Total equity | 429,595 | 426,810 |
TOTAL LIABILITIES AND EQUITY | $ 518,760 | $ 518,199 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Real estate development | $ 275,088 | $ 267,336 |
Common stock, par value per share (in dollars per share) | $ 0.50 | $ 0.50 |
Common stock, authorized shares (in shares) | 30,000,000 | 30,000,000 |
Common stock, issued shares (in shares) | 25,952,943 | 25,894,773 |
Common stock, outstanding shares (in shares) | 25,952,943 | 25,894,773 |
Centennial | ||
Real estate development | $ 96,372 | $ 94,271 |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities | ||
Net income (loss) | $ 442 | $ (2,116) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,220 | 2,282 |
Amortization of premium of marketable securities | 50 | 163 |
Equity in earnings of unconsolidated joint ventures | (819) | (1,788) |
Non-cash retirement plan expense | 82 | 366 |
Gain on sale of property plant and equipment | 48 | 0 |
Deferred income taxes | 0 | 48 |
Stock compensation expense | 1,776 | 1,694 |
Excess tax benefit from stock-based compensation | 18 | 143 |
Changes in operating assets and liabilities: | ||
Receivables, inventories and other assets, net | (413) | (3,069) |
Current liabilities | 1,154 | 635 |
Net cash provided by (used in) operating activities | 4,558 | (1,642) |
Investing Activities | ||
Maturities and sales of marketable securities | 18,455 | 4,115 |
Funds invested in marketable securities | (17,959) | (255) |
Real estate and equipment expenditures | (10,386) | (10,943) |
Communities Facilities District and other reimbursements | 1,385 | 0 |
Investment in unconsolidated joint ventures | 0 | (252) |
Distribution of equity from unconsolidated joint ventures | 373 | 2,848 |
Investments in long-term water assets | (2,659) | (4,468) |
Other | (1) | 0 |
Net cash used in investing activities | (10,792) | (8,955) |
Financing Activities | ||
Borrowings of short-term debt | 0 | 12,300 |
Repayments of long-term debt | (2,033) | (1,899) |
Rights offering costs | (166) | 0 |
Taxes on vested stock grants | (1,063) | (540) |
Net cash (used in) provided by financing activities | (3,262) | 9,861 |
Decrease in cash and cash equivalents | (9,496) | (736) |
Cash and cash equivalents at beginning of period | 20,107 | 1,258 |
Cash and cash equivalents at end of period | 10,611 | 522 |
Supplemental cash flow information | ||
Accrued capital expenditures included in current liabilities | 155 | (463) |
Non cash capital contribution to unconsolidated joint venture | $ 0 | $ 1,339 |
Unaudited Consolidated Stateme7
Unaudited Consolidated Statement of Changes in Equity and Noncontrolling Interests - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2017 | 25,894,773 | ||||||
Beginning Balance, value at Dec. 31, 2017 | $ 426,810 | $ 398,242 | $ 12,947 | $ 320,167 | $ (5,264) | $ 70,392 | $ 28,568 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 442 | 460 | 460 | (18) | |||
Other comprehensive income | 1,174 | 1,174 | 1,174 | ||||
Rights offering costs | (166) | (166) | (166) | ||||
Restricted stock issuance (in shares) | 103,588 | ||||||
Restricted stock issuance | 0 | 0 | $ 52 | (52) | |||
Stock compensation | 2,398 | 2,398 | 2,398 | ||||
Shares withheld for taxes and tax benefit of vested shares (in shares) | (45,418) | ||||||
Shares withheld for taxes and tax benefit of vested shares | (1,063) | (1,063) | $ (23) | (1,040) | |||
Ending Balance (in shares) at Jun. 30, 2018 | 25,952,943 | ||||||
Ending Balance, value at Jun. 30, 2018 | $ 429,595 | $ 401,045 | $ 12,976 | $ 321,307 | $ (4,090) | $ 70,852 | $ 28,550 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The summarized information of Tejon Ranch Co. and its subsidiaries (the Company, Tejon, we, us and our), provided pursuant to Part I, Item 1 of Form 10-Q, is unaudited and reflects all adjustments which are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim period. All such adjustments are of a normal recurring nature. We have evaluated subsequent events through the date of issuance of our consolidated financial statements. The periods ending June 30, 2018 and 2017 include the consolidation of Centennial Founders, LLC’s statement of operations within the resort/residential real estate development segment and statements of cash flows. The Company’s June 30, 2018 and December 31, 2017 balance sheets and statements of changes in equity and noncontrolling interests are presented on a consolidated basis, including the consolidation of Centennial Founders, LLC. The Company has identified five reportable segments: commercial/industrial real estate development, resort/residential real estate development, mineral resources, farming, and ranch operations. Information for the Company’s reportable segments are presented in its Consolidated Statements of Operations. The Company’s reportable segments follow the same accounting policies used for the Company’s consolidated financial statements. We use segment profit or loss, along with equity in earnings of unconsolidated joint ventures, as the primary measure of profitability to evaluate operating performance and to allocate capital resources. The results of the period reported herein are not indicative of the results to be expected for the full year due to the seasonal nature of the Company’s agricultural activities, water activities, and the timing of real estate sales and leasing activities. Historically, the Company’s largest percentages of farming revenues are recognized during the third and fourth quarters of the fiscal year. For further information and a summary of significant accounting policies, refer to the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . Recent Accounting Pronouncements Lease Accounting In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, "Leases." From the lessee's perspective, the new standard establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The ASU is effective no later than January 1, 2019, with early adoption permitted. The ASU requires the identification of lease and non-lease components of a lease agreement. This ASU will govern the recognition of revenue for lease components. Revenue related to non-lease components under our lease agreements will be subject to the new revenue recognition standard effective upon adoption of the new lease accounting standard. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements. Newly Adopted Accounting Pronouncements Postretirement Benefits In March 2017, the FASB issued ASU 2017-07 "Compensation - Retirement Benefits (Topic 715)", which requires employers who offer defined benefit pension plans or other post-retirement benefit plans to report the service cost component within the same income statement caption as other compensation costs arising from services rendered by employees during the period. The ASU also requires the other components of net periodic benefit cost to be presented separately from the service cost component, in a caption outside of a subtotal of income from operations. Additionally, the ASU provides that only the service cost component is eligible for capitalization. As a result of the adoption, the Company reclassified $126,000 and $320,000 from Corporate expenses to Other income, net for the three and six months ended June 30, 2017 . Other Income In February 2017, the FASB issued ASU 2017-05 "Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)", effective for the annual reporting period beginning after the December 15, 2017, including the interim reporting period within that period. This update provides guidance on the recognition of gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to counterparties that are not customers. As of January 1, 2018, the Company began accounting for the sale of real estate properties under Subtopic 610-20 which provides for revenue recognition based on transfer of ownership. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company selected the modified retrospective transition method. The adoption of the standard did not result in a cumulative adjustment recognized as of January 1, 2018 and the standard did not have any impact on the Company’s prior period financial statements. During the six months ended June 30, 2018 , the Company had no sales or transfers of nonfinancial assets to customers. Financial Instruments In January 2016, the FASB issued ASU 2016-01, "Financial Statements - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which requires equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values. We adopted the new ASU during the first quarter of 2018. The ASU requires the use of the modified retrospective transition method, under which cumulative unrealized gains and losses related to equity investments with readily determinable fair values will be reclassified from accumulated other comprehensive income to retained earnings on January 1, 2018 upon adoption of this ASU. The guidance related to equity investments without readily determinable fair values will be applied prospectively to all investments that exist as of the date of adoption. The adoption of this new ASU did not impact the Company's investment portfolio as it is comprised of fixed income investments and not equity investments. Revenue Recognition In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The five-step model requires that we (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." ASU 2016-08 provides specific guidance to determine whether an entity is providing a specified good or service itself or is arranging for the good or service to be provided by another party. During the first quarter of 2018, we adopted the revenue recognition ASU using the full retrospective method. Under this method, all periods presented were restated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to 2016 was recorded to retained earnings as of January 2, 2016. Based on our evaluation of all contracts within scope, under previous accounting standards, and under the new revenue recognition ASU, we noted no significant differences in the amounts recognized or the pattern of recognition. Management however noted that the application of Topic 606 impacts the accounting for land sales where the Company has continued involvement or performance obligations that are essential to the land sale. Previous guidance required the Company to recognize revenue from land sales with continued involvement using a percentage completion method based on the total cost of the performance obligations. After adopting Topic 606, the Company was required to allocate the transaction price, on land sales with multiple performance obligations, to the performance obligations in proportion to their standalone selling prices (i.e., on a relative standalone selling price basis) and not total costs. During 2016, the Company sold a land parcel to a third party. Under the terms of the purchase and sale agreement, the Company was obligated to complete specific infrastructure and landscaping adjacent to the land parcel that were deemed essential to the third party. When applying the guidance under Topic 606, the purchase price allocated to the multiple performance obligations yielded a different result than when applying the current guidance. During the second quarter of 2017, the Company recognized $475,000 and $411,000 of revenues and profit from the 2016 land sale, respectively, in the results of operations for the three-and six-months ended June 30, 2017. In applying the accounting principles under Topic 606, the Company appropriately applied the full retrospective method to this land sale during the three- and six -months ended June 30, 2017 results of operations and recognized $73,000 and $9,000 of revenues and profit from the sale of land, respectively. No other differences were noted during our evaluation. Please also refer to Critical Accounting Policies in Part I, Item 2 of this report for discussion on changes to critical accounting policies. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Earnings Per Share (EPS) Basic net income per share attributable to common stockholders is based upon the weighted average number of shares of common stock outstanding during the year. Diluted net income per share attributable to common stockholders is based upon the weighted-average number of shares of common stock outstanding and the weighted average number of shares outstanding assuming the vesting of restricted stock grants per ASC 260, “Earnings Per Share.” Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average number of shares outstanding: Common stock 25,950,851 20,855,112 25,931,940 20,841,627 Common stock equivalents 19,748 22,837 29,198 44,003 Diluted shares outstanding 25,970,599 20,877,949 25,961,138 20,885,630 |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES ASC 320, “Investments – Debt and Equity Securities” requires that an enterprise classify all debt securities as either held-to-maturity, trading or available-for-sale. The Company has elected to classify its securities as available-for-sale and therefore is required to adjust securities to fair value at each reporting date. All costs and both realized and unrealized gains and losses on securities are determined on a specific identification basis. The following is a summary of available-for-sale securities at: ($ in thousands) June 30, 2018 December 31, 2017 Marketable Securities: Fair Value Hierarchy Cost Fair Value Cost Fair Value Certificates of deposit with unrecognized losses for less than 12 months $ 6,625 $ 6,563 $ 6,238 $ 6,222 with unrecognized losses for more than 12 months 987 984 102 100 with unrecognized gains — — 2,088 2,089 Total Certificates of deposit Level 1 7,612 7,547 8,428 8,411 U.S. Treasury and agency notes with unrecognized losses for less than 12 months 30,010 29,780 29,741 29,669 with unrecognized losses for more than 12 months 137 136 137 135 with unrecognized gains 3 4 152 153 Total U.S. Treasury and agency notes Level 2 30,150 29,920 30,030 29,957 Corporate notes with unrecognized losses for less than 12 months 21,856 21,662 18,230 18,159 with unrecognized losses for more than 12 months 2,499 2,479 2,804 2,788 with unrecognized gains — — — — Total Corporate notes Level 2 24,355 24,141 21,034 20,947 Municipal notes with unrecognized losses for less than 12 months 6,995 6,948 10,298 10,288 with unrecognized losses for more than 12 months 955 943 999 987 with unrecognized gains 453 453 277 278 Total Municipal notes Level 2 8,403 8,344 11,574 11,553 $ 70,520 $ 69,952 $ 71,066 $ 70,868 We evaluate our securities for other-than-temporary impairment based on the specific facts and circumstances surrounding each security valued below its cost. Factors considered include the length of time the securities have been valued below cost, the financial condition of the issuer, industry reports related to the issuer, the severity of any decline, our intention not to sell the security, and our assessment as to whether it is not more likely than not that we will be required to sell the security before a recovery of its amortized cost basis. We then segregate the loss between the amounts representing a decrease in cash flows expected to be collected, or the credit loss, which is recognized through earnings, and the balance of the loss, which is recognized through other comprehensive income. At June 30, 2018 , the fair market value of investment securities was $568,000 below the cost basis of securities. As of June 30, 2018 , the adjustment to accumulated other comprehensive loss in consolidated equity for the temporary change in the value of securities reflected an increase in the market value of available-for-sale securities of $370,000 , which includes estimated taxes of $79,000 . As of June 30, 2018 , the Company’s gross unrealized holding gains equaled $1,000 and gross unrealized holding losses equaled $569,000 . The following tables summarize the maturities, at par, of marketable securities as of: June 30, 2018 ($ in thousands) 2018 2019 2020 2021 Total Certificates of deposit $ 3,497 $ 2,311 $ 1,799 $ — $ 7,607 U.S. Treasury and agency notes 4,176 16,924 9,174 — 30,274 Corporate notes 7,097 9,621 7,150 400 24,268 Municipal notes 1,243 5,157 2,000 — 8,400 $ 16,013 $ 34,013 $ 20,123 $ 400 $ 70,549 December 31, 2017 ($ in thousands) 2018 2019 2020 2021 Total Certificates of deposit $ 4,306 $ 2,311 $ 1,799 — $ 8,416 U.S. Treasury and agency notes 6,399 14,599 9,171 — 30,169 Corporate notes 7,954 6,430 6,450 — 20,834 Municipal notes 1,568 6,957 3,003 — 11,528 $ 20,227 $ 30,297 $ 20,423 $ — $ 70,947 The Company’s investments in corporate notes are with companies that have an investment grade rating from Standard & Poor’s. |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE ($ in thousands) June 30, 2018 December 31, 2017 Real estate development Mountain Village $ 134,970 $ 132,034 Centennial 96,372 94,271 Grapevine 29,466 28,139 Tejon Ranch Commerce Center 14,280 12,892 Real estate development 275,088 267,336 Real estate and improvements - held for lease Tejon Ranch Commerce Center 21,123 21,123 Real estate and improvements - held for lease 21,123 21,123 Less accumulated depreciation (2,192 ) (2,008 ) Real estate and improvements - held for lease, net $ 18,931 $ 19,115 |
Long-Term Water Assets
Long-Term Water Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Long-Term Water Assets | LONG-TERM WATER ASSETS Long-term assets consist of water and water contracts held for future use or sale. The water is held at cost, which includes the price paid for the water and the cost to pump and deliver the water from the California aqueduct into the water bank. Water is currently held in a water bank on Company land in southern Kern County. Company-banked water costs also include costs related to the right to receive additional acre-feet of water in the future from the Antelope Valley East Kern Water Agency, or AVEK. The Company has also banked water within an AVEK owned water bank. We have also been purchasing water for future use or sale. In 2008, we purchased 8,393 acre-feet of transferable water and in 2009 we purchased an additional 6,393 acre-feet of transferable wate r, all of which was held on our behalf by AVEK but is now stored in the Company's water bank. We also have secured State Water Project, or SWP, entitlement under long-term SWP water contracts within the Tulare Lake Basin Water Storage District and the Dudley-Ridge Water District, totaling 3,444 acre-feet of SWP entitlement annually, subject to SWP allocations. These contracts extend through 2035 and have been transferred to AVEK for our use in the Antelope Valley. In 2013, the Company acquired a contract to purchase water that obligates the Company to purchase 6,693 acre-feet of water each year from the Nickel Family, LLC, or Nickel, a California limited liability company that is located in Kern County. The initial term of the water purchase agreement with Nickel runs to 2044 and includes a Company option to extend the contract for an additional 35 years. The purchase cost of water in 2018 is $738 per acre-foot. The purchase cost is subject to annual increases based on the greater of the consumer price index or 3% . The water purchased above will ultimately be used in the development of the Company’s land for commercial/industrial real estate development, resort/residential real estate development, and farming. Interim uses may include the sale of portions of this water to third party users on an annual basis until this water is fully allocated to Company uses, as just described. During the six months ended June 30, 2018 , we sold 7,442 acre-feet of water to three different customers totaling $7,992,000 with a cost of $3,679,000 , which was recorded in the mineral resources segment on the unaudited Consolidated Statements of Operations. The costs assigned to water assets held for future use were as follows ($ in thousands): June 30, 2018 December 31, 2017 Banked water and water for future delivery $ 5,428 $ 5,220 Transferable water 15,725 13,351 Total tangible water $ 21,153 $ 18,571 Intangible Water Assets The Company's carrying amounts of its intangible water assets were as follows ($ in thousands): June 30, 2018 December 31, 2017 Costs Accumulated Depreciation Costs Accumulated Depreciation Dudley Ridge water rights $ 12,203 $ (3,618 ) $ 12,203 $ (3,377 ) Nickel water rights 18,740 (2,998 ) 18,740 (2,678 ) Tulare Lake Basin water rights 5,857 (2,303 ) 5,857 (2,186 ) $ 36,800 $ (8,919 ) $ 36,800 $ (8,241 ) Net intangible water assets 27,881 28,559 Total tangible water assets 21,153 18,571 Net investments in water assets $ 49,034 $ 47,130 Water contracts with the Wheeler Ridge Maricopa Water Storage District, or WRMWSD, and the Tejon-Castac Water District, or TCWD, are also in place, but were entered into with each district at inception of the contract and not purchased later from third parties, and do not have a related financial value on the books of the Company. Therefore, there is no amortization expense related to these contracts. Total water resources including recurring annual contract water were as follows: (in acre-feet, unaudited) June 30, 2018 December 31, 2017 Water held for future use AVEK water bank 13,033 13,033 Company water bank 33,634 31,497 TCWD - Banked water contracted with Company 49,184 49,184 Transferable water 6,082 6,169 Total water held for future use 101,933 99,883 Water contracts - annual availability Dudley-Ridge, Nickel and Tulare 10,137 10,137 WRMWSD 15,547 15,547 TCWD 5,749 5,749 Total water contracts 31,433 31,433 Total water held for future use and water contracts 133,366 131,316 Tejon Ranchcorp, or Ranchcorp, a wholly-owned subsidiary of Tejon Ranch Co., entered into a Water Supply Agreement with Pastoria Energy Facility, L.L.C., or PEF in 2015. PEF is the current lessee under the power plant lease. Pursuant to the Water Supply Agreement, PEF may purchase from Ranchcorp up to 3,500 acre-feet of water per year from January 1, 2017 through July 31, 2030, with an option to extend the term. PEF is under no obligation to purchase water from Ranchcorp in any year but is required to pay Ranchcorp an annual option payment equal to 30% of the maximum annual payment. The price of the water under the Water Supply Agreement for 2018 is $1,088 per acre-foot of annual water, subject to 3% annual increases over the life of the contract. The Water Supply Agreement contains other customary terms and conditions, including representations and warranties, which are typical for agreements of this type. The Company's commitments to sell water can be met through current water assets. |
Accrued Liabilities and Other
Accrued Liabilities and Other | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other | ACCRUED LIABILITIES AND OTHER Accrued liabilities and other consists of the following: ($ in thousands) June 30, 2018 December 31, 2017 Accrued vacation $ 780 $ 824 Accrued paid personal leave 481 494 Accrued bonus 1,323 126 Other 248 366 $ 2,832 $ 1,810 |
Line of Credit and Long-Term De
Line of Credit and Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Line of Credit and Long-Term Debt | LINE OF CREDIT AND LONG-TERM DEBT Debt consists of the following: ($ in thousands) June 30, 2018 December 31, 2017 Revolving line of credit $ — $ — Notes payable 67,835 69,741 Other borrowings 91 218 Total short-term and long-term debt 67,926 69,959 Less: line-of-credit and current maturities of long-term debt (4,103 ) (4,004 ) Less: deferred loan costs (129 ) (139 ) Long-term debt, less current portion $ 63,694 $ 65,816 On October 13, 2014, the Company as borrower entered into an Amended and Restated Credit Agreement, a Term Note and a Revolving Line of Credit Note, or collectively the Credit Facility, with Wells Fargo. The Credit Facility added a $70,000,000 term loan, or Term Loan, to the existing $30,000,000 revolving line of credit, or RLC. Funds from the Term Loan were used to finance the Company's purchase of DMB TMV LLC’s interest in TMV LLC. Any future borrowings under the RLC will be used for ongoing working capital requirements and other general corporate purposes. To maintain availability of funds under the RLC, undrawn amounts under the RLC will accrue a commitment fee of 10 basis points per annum. The Company's ability to borrow additional funds in the future under the RLC is subject to compliance with certain financial covenants and making certain representations and warranties. As of June 30, 2018 , and December 31, 2017 , the RLC had no outstanding balance. At the Company’s option, the interest rate on this line of credit can float at 1.50% over a selected LIBOR average or can be fixed at 1.50% above LIBOR for a fixed rate term. During the term of the Credit Facility (which matures in September 2019 ), we can borrow at any time and partially or wholly repay any outstanding borrowings and then re-borrow, as necessary. The Term Loan had outstanding balances of $64,277,000 and $66,046,000 as of June 30, 2018 and December 31, 2017 , respectively. The interest rate per annum applicable to the Term Loan is LIBOR (as defined in the Term Note) plus a margin of 170 basis points. The interest rate for the term of the Term Loan has been fixed through the use of an interest rate swap at a rate of 4.11% . The Term Loan required interest-only payments for the first two years of the term and thereafter requires monthly amortization payments pursuant to a schedule set forth in the Term Note, with the final outstanding principal amount due October 5, 2024. The Company may make voluntary prepayments on the Term Loan at any time without penalty (excluding any applicable LIBOR or interest rate swap breakage costs). Each optional prepayment will be applied to reduce the most remote principal payment then unpaid. The Credit Facility is secured by the Company's farmland and farm assets, which include equipment, crops and crop receivables, the power plant lease and lease site, and related accounts and other rights to payment and inventory. The Credit Facility requires compliance with three financial covenants: (a) total liabilities divided by tangible net worth not greater than 0.75 to 1.0 at each quarter end; (b) a debt service coverage ratio not less than 1.25 to 1.00 as of each quarter end on a rolling four quarter basis; and (c) maintain liquid assets equal to or greater than $20,000,000 . At June 30, 2018 and December 31, 2017 , we were in compliance with all financial covenants. The Credit Facility also contains customary negative covenants that limit the ability of the Company to, among other things, make capital expenditures, incur indebtedness and issue guaranties, consummate certain assets sales, acquisitions or mergers, make investments, pay dividends or repurchase stock, or incur liens on any assets. The Credit Facility contains customary events of default, including: failure to make required payments; failure to comply with terms of the Credit Facility; bankruptcy and insolvency; and a change in control without consent of the bank (which consent will not be unreasonably withheld). The Credit Facility contains other customary terms and conditions, including representations and warranties, which are typical for credit facilities of this type. In 2013, we entered into a promissory note agreement with CMFG Life Insurance Company to pay a principal amount of $4,750,000 with principal and interest due monthly starting on October 1, 2013. The interest rate on this promissory note is 4.25% per annum, with monthly principal and interest payments of $102,700 ending on September 1, 2028. The proceeds from this promissory note were used to eliminate debt that had been previously used to provide long-term financing for a building being leased to Starbucks and provide additional working capital for future investment. The current balance on the promissory note is $3,558,000 . The balance of this long-term debt instrument included in "Notes payable" above approximates the fair value of the instrument. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | OTHER LIABILITIES Other liabilities consist of the following: ($ in thousands) June 30, 2018 December 31, 2017 Pension liability (Note 13) $ 2,202 $ 2,280 Interest rate swap liability (Note 10) 1 — 894 Supplemental executive retirement plan liability (Note 13) 7,637 7,759 Other 707 758 Total $ 10,546 $ 11,691 1 The Company's interest rate swap had an asset balance of $962,000 as of June 30, 2018 and is presented under the caption Other Assets on the Consolidated Balance Sheets. For the captions presented in the table above, please refer to the respective Notes to Unaudited Consolidated Financial Statements for further detail. |
Stock Compensation - Restricted
Stock Compensation - Restricted Stock and Performance Share Grants | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation - Restricted Stock and Performance Share Grants | STOCK COMPENSATION - RESTRICTED STOCK AND PERFORMANCE SHARE GRANTS The Company’s stock incentive plans provide for the making of awards to employees based upon a service condition or through the achievement of performance-related objectives. The Company has issued three types of stock grant awards under these plans: restricted stock with service condition vesting; performance share grants that only vest upon the achievement of specified performance conditions, such as corporate cash flow goals; and performance share grants that include threshold, target, and maximum achievement levels based on the achievement of specific performance milestones. The Company has also granted performance share grants that contain both performance-based and market-based conditions. Compensation cost for these awards is recognized based on either the achievement of the performance-based conditions, if they are considered probable, or if they are not considered probable, on the achievement of the market-based condition. Failure to satisfy the threshold performance conditions will result in the forfeiture of shares. Forfeiture of share awards with service conditions or performance-based restrictions results in a reversal of previously recognized share-based compensation expense. Forfeiture of share awards with market-based restrictions does not result in a reversal of previously recognized share-based compensation expense. The following is a summary of the Company's performance share grants with performance conditions for the six months ended June 30, 2018 : Performance Share Grants with Performance Conditions Below threshold performance — Threshold performance 179,211 Target performance 407,950 Maximum performance 619,512 The following is a summary of the Company’s stock grant activity, both time and performance share grants, assuming target achievement for outstanding performance share grants for the following periods: June 30, 2018 December 31, 2017 Stock grants outstanding beginning of the period at target achievement 536,860 386,171 New stock grants/additional shares due to maximum achievement 97,529 295,243 Vested grants (87,825 ) (99,769 ) Expired/forfeited grants (551 ) (44,785 ) Stock grants outstanding end of period at target achievement 546,013 536,860 The unamortized costs associated with nonvested stock grants and the weighted average period over which it is expected to be recognized as of June 30, 2018 were $6,107,000 and 22 months , respectively. The fair value of restricted stock with time-based vesting features is based upon the Company’s share price on the date of grant and is expensed over the service period. Fair value of performance share grants that cliff vest based on the achievement of performance conditions is based on the share price of the Company’s stock on the day of grant once the Company determines that it is probable that the award will vest. This fair value is expensed over the service period applicable to these grants. For performance share grants that contain a range of shares from zero to a maximum we determine based on historic and projected results, the probability of (1) achieving the performance objective, and (2) the level of achievement. Based on this information, we determine the fair value of the award and measure the expense over the service period related to these grants. Because the ultimate vesting of all performance share grants is tied to the achievement of a performance condition, we estimate whether the performance condition will be met and over what period of time. Ultimately, we adjust compensation cost according to the actual outcome of the performance condition. Under the Non-Employee Director Stock Incentive Plan, or NDSI Plan, each non-employee director receives his or her annual compensation in stock. The stock is granted at the end of each quarter based on the quarter end stock price. The following table summarizes stock compensation costs for the Company's 1998 Employee Stock Incentive Plan, or the Employee Plan, and NDSI Plan for the following periods: ($ in thousands) Six Months Ended June 30, Employee Plan: 2018 2017 Expensed $ 1,411 $ 1,346 Capitalized 622 236 2,033 1,582 NDSI Plan - Expensed 365 348 Total Stock Compensation Costs $ 2,398 $ 1,930 |
Interest Rate Swap
Interest Rate Swap | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | INTEREST RATE SWAP During October 2014, the Company entered into an interest rate swap agreement to hedge cash flows tied to changes in the underlying floating interest rate tied to LIBOR for the Term Note as discussed in Note 7 (Line of Credit and Long-Term Debt). The ineffective portion of the change in fair value of our interest rate swap agreement is required to be recognized directly in earnings. During the quarter ended June 30, 2018 , our interest rate swap agreement was 100% effective; because of this, no hedge ineffectiveness was recognized in earnings. Changes in fair value, including accrued interest and adjustments for non-performance risk, on the effective portion of our interest rate swap agreements that are designated and that qualify as cash flow hedges are classified in accumulated other comprehensive income. Amounts classified in accumulated other comprehensive income are subsequently reclassified into earnings in the period during which the hedged transactions affect earnings. As of June 30, 2018 , the fair value of our interest rate swap agreement exceeds its cost basis and as such is recorded as an asset balance in Other Assets on the Consolidated Balance Sheets. We had the following outstanding interest rate swap agreement designated as a cash flow hedge of interest rate risk as of June 30, 2018 ($ in thousands): Effective Date Maturity Date Fair Value Hierarchy Weighted Average Interest Rate Fair Value Notional Amount October 15, 2014 October 5, 2024 Level 2 4.11% $962 $64,277 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the six months ended June 30, 2018 , the Company's income tax expense was $178,000 compared to income tax benefit of $1,804,000 for the six months ended June 30, 2017 . These represent effective income tax rates of approximately 29% and 46% for the six months ended June 30, 2018 and, 2017 , respectively. The decrease in the effective income tax rate resulted from the Tax Cut Jobs Act which lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018. As of June 30, 2018 , we had income tax receivable of $1,243,000 . The Company classifies interest and penalties incurred on tax payments as income tax expense. During the six months ended June 30, 2018 , the Company did not make any income tax payments. The Company did not record a provisional adjustment for the three- and six-months ended June 30, 2018. As the Company completes its analysis of the accounting for the tax effects of the U.S. Tax Reform, the Company may record additional provisional amounts or adjustments to provisional amounts as discrete items in future periods. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company's land is subject to water contracts with minimum annual payments in 2018 of approximately $8,889,000 , of which $8,202,000 was paid through the second quarter with the remainder to be paid throughout the year. These estimated water contract payments consist of SWP, contracts with Wheeler Ridge Maricopa Water Storage District, Tejon-Castac Water District, or TCWD, Tulare Lake Basin Water Storage District, Dudley-Ridge Water Storage District and the Nickel water contract. The SWP contracts run through 2035, and the Nickel water contract runs through 2044, with an option to extend an additional 35 years. As discussed in Note 5 (Long-Term Water Assets), we purchased the assignment of a contract to purchase water in late 2013. The assigned water contract is with Nickel and obligates us to purchase 6,693 acre-feet of water annually through the term of the contract. The Company is obligated to make payments of approximately $800,000 per year through 2021 to the Tejon Ranch Conservancy as prescribed in the Conservation Agreement we entered into with five major environmental organizations in 2008. Our advances to the Tejon Ranch Conservancy are dependent on the occurrence of certain events and their timing and are therefore subject to change in amount and period. These amounts are recorded in real estate development for the Centennial, Grapevine and Mountain Village, or MV, projects. The Company exited a consulting contract during the second quarter of 2014 related to the Grapevine Development and is obligated to pay an earned incentive fee at the time of successful receipt of litigated project entitlements and at a value measurement date five -years after litigated entitlements have been achieved for Grapevine. The final amount of the incentive fees will not be finalized until the future payment dates. The Company believes that net savings from exiting the contract over this future time period will more than offset the incentive payment costs. The Tejon Ranch Public Facilities Financing Authority, or TRPFFA, is a joint powers authority formed by Kern County and TCWD to finance public infrastructure within the Company’s Kern County developments. For the development of the Tejon Ranch Commerce Center, or TRCC, TRPFFA has created two Community Facilities Districts, or CFDs: the West CFD and the East CFD. The West CFD has placed liens on 420 acres of the Company’s land to secure payment of special taxes related to $28,620,000 of bond debt sold by TRPFFA for TRCC-West. The East CFD has placed liens on 1,931 acres of the Company’s land to secure payments of special taxes related to $55,000,000 of bond debt sold by TRPFFA for TRCC-East. At TRCC-West, the West CFD has no additional bond debt approved for issuance. At TRCC-East, the East CFD has approximately $65,000,000 of additional bond debt authorized by TRPFFA that can be sold in the future. In connection with the sale of bonds there is a standby letter of credit for $4,921,000 related to the issuance of East CFD bonds. The standby letter of credit is in place to provide additional credit enhancement and cover approximately two years' worth of interest on the outstanding bonds. This letter of credit will not be drawn upon unless the Company, as the largest landowner in the CFD, fails to make its property tax payments. The Company believes that the letter of credit will never be drawn upon. The letter of credit is for two years and will be renewed in two -year intervals as necessary. The annual cost related to the letter of credit is approximately $83,000 . The Company is obligated, as a landowner in each CFD, to pay its share of the special taxes assessed each year. The secured lands include both the TRCC-West and TRCC-East developments. Proceeds from the sale of West CFD bonds went to reimburse the Company for public infrastructure costs related to the TRCC-West development. At June 30, 2018 there were no additional improvement funds remaining from the West CFD bonds and there are $6,383,000 in improvement funds within the East CFD bonds for reimbursement of public infrastructure costs during 2018 and future years. During 2018 the Company expects to pay approximately $2,570,000 in special taxes. As development continues to occur at TRCC, new owners of land and new lease tenants, through triple net leases, will bear an increasing portion of the assessed special tax. This amount could change in the future based on the amount of bonds outstanding and the amount of taxes paid by others. The assessment of each individual property sold or leased is not determinable at this time because it is based on the current tax rate and the assessed value of the property at the time of sale or on its assessed value at the time it is leased to a third-party. Accordingly, the Company is not required to recognize an obligation at June 30, 2018 . In July 2014, the Company received a copy of a Notice of Intent to Sue, dated July 17, 2014 indicating that the Center for Biological Diversity, or CBD, the Wishtoyo Foundation and Dee Dominguez intend to initiate a lawsuit against the U.S. Fish and Wildlife Service, or USFWS, under the federal Endangered Species Act challenging USFWS's approval of Ranchcorp's Tehachapi Uplands Multiple Species Habitat Conservation Plan, and USFWS's issuance of an Incidental Take Permit, to Ranchcorp for the take of federally-listed species. The foregoing approvals authorize, among other things, the removal of California condor habitat associated with Ranchcorp's potential future development of MV. No lawsuit has been filed at this time. It is not possible to predict whether any lawsuit will actually be filed or whether the Company or Ranchcorp will incur any damages from such a lawsuit. National Cement The Company leases land to National Cement Company of California Inc., or National, for the purpose of manufacturing Portland cement from limestone deposits on the leased acreage. The California Regional Water Quality Control Board, or RWQCB, for the Lahontan Region issued orders in the late 1990s with respect to environmental conditions on the property currently leased to National. The Company's former tenant Lafarge Corporation, or Lafarge, and current tenant National, continue to remediate these environmental conditions consistent with the RWQCB orders. The Company is not aware of any failure by Lafarge or National to comply with directives of the RWQCB. Under current and prior leases, National and Lafarge are obligated to indemnify the Company for costs and liabilities arising out of their use of the leased premises. The remediation of environmental conditions is included within the scope of the National or Lafarge indemnity obligations. If the Company were required to remediate the environmental conditions at its own cost, it is unlikely that the amount of any such expenditure by the Company would be material and there is no reasonable likelihood of continuing risk from this matter. Antelope Valley Groundwater Cases On November 29, 2004, a conglomerate of public water suppliers filed a cross-complaint in the Los Angeles Superior Court seeking a judicial determination of the rights to groundwater within the Antelope Valley basin, including the groundwater underlying the Company’s land near the Centennial project. Four phases of a multi-phase trial have been completed. Upon completion of the third phase, the court ruled that the groundwater basin was in overdraft and established a current total sustainable yield. The fourth phase of trial occurred in the first half of 2013 and resulted in confirmation of each party’s groundwater pumping for 2011 and 2012. The fifth phase of the trial commenced in February 2014, and concerned 1) whether the United States has a federal reserved water right to basin groundwater, and 2) the rights to return flows from imported water. The court heard evidence on the federal reserved right but continued the trial on the return flow issues while most of the parties to the adjudication discussed a settlement, including rights to return flows. In February 2015, more than 140 parties representing more than 99% of the current water use within the adjudication boundary agreed to a settlement. On March 4, 2015, the settling parties, including Tejon, submitted a Stipulation for Entry of Judgment and Physical Solution to the court for approval. On December 23, 2015, the court entered Judgment approving the Stipulation for Entry of Judgment and Physical Solution. The Company’s water supply plan for the Centennial project anticipated reliance on, among other sources, a certain quantity of groundwater underlying the Company’s lands in the Antelope Valley. The Company’s allocation in the Judgment is consistent with that amount. Prior to the Judgment becoming final, on February 19 and 22, 2016, several parties, including the Willis Class and Phelan Pinon Hills Community Services District, filed notices of appeal from the Judgment. The Appeal has been transferred from the Fourth Appellate District to the Fifth Appellate District. Appellate briefing will likely occur during 2018. Notwithstanding the appeals, the parties with assistance from the Court have established the Watermaster Board, hired the Watermaster Engineer and Watermaster Legal Counsel, and begun administering the Physical Solution, consistent with the Judgment. Summary and Status of Kern Water Bank Lawsuits On June 3, 2010, the Central Delta and South Delta Water Agencies and several environmental groups, including the CBD (collectively, Central Delta), filed a complaint in the Sacramento County Superior Court against the California Department of Water Resources, or DWR, Kern County Water Agency and a number of “real parties in interest,” including the Company and TCWD. The lawsuit challenges certain amendments to the SWP contracts that were originally approved in 1995, known as the Monterey Amendments. Petitioners in this action sought to invalidate environmental documentation prepared pursuant to the California Environmental Quality Act, or CEQA, pertaining to the Kern Water Bank, or KWB. The original Environmental Impact Report, or EIR, for the Monterey Amendments was determined to be insufficient in an earlier lawsuit. The current lawsuit principally (i) challenges the adequacy of the remedial EIR that DWR prepared as a result of the original lawsuit and (ii) challenges the validity of the Monterey Amendments on various grounds, including the transfer of the KWB lands, from DWR to the Kern County Water Agency and in turn to the Kern Water Bank Authority, or KWBA, whose members are various Kern and Kings County interests, including TCWD, which has a 2% interest in the KWBA. A parallel lawsuit was also filed by Central Delta in Kern County Superior Court on July 2, 2010, against Kern County Water Agency, also naming the Company and TCWD as real parties in interest, which has been stayed pending the outcome of the other action against DWR. The Company is named on the ground that it “controls” TCWD. This lawsuit has since been moved to the Sacramento County Superior Court. Another lawsuit was filed in Kern County Superior Court on June 3, 2010, by two districts adjacent to the KWB, namely Rosedale Rio Bravo and Buena Vista Water Storage Districts, or Rosedale, asserting that the remedial EIR did not adequately evaluate potential impacts arising from operations of the KWB, but this lawsuit did not name the Company, only TCWD. TCWD has a contract right for water stored in the KWB and rights to recharge and withdraw water. This lawsuit has since been moved to the Sacramento County Superior Court. In an initial favorable ruling on January 25, 2013, the court, in the Central Delta lawsuit, determined that the challenges to the validity of the Monterey Amendments, including the transfer of the KWB lands, were not timely and were barred by the statutes of limitation, the doctrine of laches, and by the annual validating statute. The substantive hearing on the challenges to the EIR was held on January 31, 2014. On March 5, 2014 the court issued a decision, rejecting all of Central Delta’s CEQA, claims, except the Rosedale claim, joined by Central Delta, that the EIR did not adequately evaluate future impacts from operation of the KWB, in particular the potential impacts on groundwater and water quality. On November 24, 2014, the court issued a writ of mandate (the 2014 Writ) that required DWR to prepare a revised EIR regarding the Monterey Amendments evaluating the potential operational impacts of the KWB. The 2014 Writ authorized the continued operation of the KWB pending completion of the revised EIR subject to certain conditions, including those described in an interim operating plan negotiated between the KWBA and Rosedale. The 2014 Writ, as revised by the court, required DWR to certify the revised EIR and file the return to the 2014 Writ by September 28, 2016. On September 20, 2016, the Director of DWR (a) certified the revised EIR prepared by DWR, or the Revised EIR, as in compliance with CEQA, (b) adopted findings, a statement of overriding considerations, and a mitigation, monitoring and reporting program as required by CEQA, (c) made a new finding pertaining to carrying out the Monterey Amendments through continued use and operation of the KWB by the KWBA, and (d) caused a notice of determination to be filed with the Office of Planning and Resources of the State of California on September 22, 2016. On September 28, 2016, DWR filed with the Sacramento Superior Court its return to the 2014 Writ. On November 24, 2014, the court entered a judgment in the Central Delta case (1) dismissing the challenges to the validity of the Monterey Amendments and the transfer of the KWB lands in their entirety and (2) granting in part and denying in part the CEQA petition for writ of mandate. Central Delta has appealed the judgment and the KWBA and certain other parties have filed a cross-appeal with regard to certain defenses to the CEQA cause of action. The appeals are pending in the California Court of Appeal. On December 3, 2014, the court entered judgment in the Rosedale case (i) in favor of Rosedale in the CEQA cause of action, and (ii) dismissing the declaratory relief cause of action. No appeal of the Rosedale judgment has been filed. Rosedale has stipulated to the discharge of the 2014 Writ. On October 21, 2016, the Central Delta petitioners and a new party, the Center for Food Safety (CFS Petitioners), filed a new lawsuit (the CFS Petition) against DWR and naming a number of real parties in interest, including KWBA and TCWD (but not including the Company). The new lawsuit challenges DWR’s (i) certification of the Revised EIR, (ii) compliance with the 2014 Writ and CEQA, and (iii) finding concerning the continued use and operation of the KWB by KWBA. In response to a motion filed by the CFS Petitioners, on April 7, 2017, the Superior Court denied the CFS Petitioners’ motion to stay the Superior Court proceedings on the return to the 2014 Writ and CFS petition pending appeal. The Superior Court subsequently modified the 2014 Writ to authorize the KWBA to construct an additional 190 acres of recharge ponds within the KWB pending the court's consideration of DWR's return to the 2014 Writ and the petition in CFS vs DWR. On August 18, 2017, the Superior Court held a hearing on the return to the 2014 Writ and on the CFS Petition. On October 2, 2017, the Superior Court issued a ruling that the court shall deny the CFS Petition and shall discharge the 2014 Writ. CFS has appealed the Superior Court judgment denying the CFS Petition. The Court of Appeal granted DWR’s motion to consolidate the CFS appeal, for hearing, with the pending appeals in the Central Delta case. Briefing on the appeal of the judgment regarding the CFS Petition is anticipated to be completed in the fourth quarter of 2018. To the extent there may be an adverse outcome of the claims still pending as described above, the monetary value cannot be estimated at this time. Grapevine On December 6, 2016 the Kern County Board of Supervisors granted entitlement approval for the Grapevine project (described below). On January 5, 2017 the CBD, and the Center for Food Safety, or CFS, filed an action in Kern County Superior Court pursuant to CEQA, against Kern County and the Kern County Board of Supervisors (collectively, the County) concerning the County’s granting of approvals for the Grapevine project, including certification of the final EIR and related findings; approval of associated general plan amendments; adoption of associated zoning maps; adoption of Specific Plan Amendment No. 155, Map No. 500; adoption of Special Plan No. 1, Map No. 202; exclusion from Agricultural Preserve No. 19; and adoption of a development agreement, among other associated approvals. The Company and its wholly-owned subsidiary, Ranchcorp, are named as real parties in interest in this action. The action alleges that the County failed to properly follow the procedures and requirements of CEQA, including failure to identify, analyze and mitigate impacts to air quality, greenhouse gas emissions, biological resources, traffic, water supply and hydrology, growth inducing impacts, failure to adequately consider project alternatives and to provide support for the County’s findings and statement of overriding considerations in adopting the EIR and failure to adequately describe the environmental setting and project description. On December 6, 2017, the County served a responsive pleading answering petitioners' allegations and denying that relief should be granted. Petitioners seek to invalidate the County's approval of the project, the environmental approvals and require the County to revise the environmental documentation. On July 27, 2018 the court held a hearing on the petitioners’ claims. At that hearing, the court rejected all of petitioners’ claims raised in the litigation, except petitioners’ claims that (i) the project description was inadequate and (ii) such inadequacy resulted in aspects of certain environmental impacts being improperly analyzed. As to the claims described in romanettes “(i)” and “(ii)” in the foregoing sentence, the court determined that the EIR was inadequate. In that regard, the court determined the Grapevine project description contained in the EIR allowed development to occur in the time and manner determined by the real parties in interest and, as a consequence, such development flexibility could result in the project’s internal capture rate (ICR) - the percent of vehicle trips remaining within the project - actually being lower than the projected ICR levels used in the EIR to analyze various environmental impacts. The court tentatively granted a writ of mandate ordering the County to prepare a supplemental environmental impact report to address potential environmental effects resulting from the Grapevine project’s actual ICR being lower than projected in the EIR with respect to traffic, air quality, greenhouse gas emissions, noise, public health and growth inducing impacts. The court did not issue a final ruling at the July 27, 2018 hearing, reserving the scope of the writ for further hearing. The court set a February 15, 2019 hearing to consider and rule on what remedies it may impose as part of a final ruling, including whether to invalidate the Grapevine project approvals. The parties will submit briefs to the court on their respective position as to what remedies should apply. Following the February 15, 2019 hearing, the court will then issue a final judgment issuing a writ of mandate and ordering whatever lawful remedy it deems appropriate. Following issuance of the final ruling, either party may appeal the court’s decision. Proceedings Incidental to Business From time to time, we are involved in other proceedings incidental to our business, including actions relating to employee claims, real estate disputes, contractor disputes and grievance hearings before labor regulatory agencies. The outcome of these other proceedings is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on our financial position, results of operations or cash flows either individually or in the aggregate. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS The Company has a defined benefit plan that covers many of its employees, or the Benefit Plan. The benefits are based on years of service and the employee’s five -year final average salary. Contributions are intended to provide for benefits attributable to service both to-date and expected-to-be provided in the future. The Company funds the Benefit Plan in accordance with the Employee Retirement Income Security Act of 1974 (ERISA) and the Pension Protection Act. In April 2017, the Company froze the Benefit Plan as it relates to future benefit accruals for participants. The Benefit Plan was closed to new participants in February 2007. The Company expects to contribute $160,000 to the Benefit Plan during 2018 . Benefit Plan assets consist of equity, debt and short-term money market investment funds. The Benefit Plan’s current investment policy targets 65% equities, 25% debt and 10% money market funds. Equity and debt investment percentages are generally allowed to fluctuate plus or minus 20% to take advantage of market conditions. As an example, equities could fluctuate from 78% to 52% of plan assets. At June 30, 2018 , the investment mix was approximately 60% equity, 37% debt, and 3% money market funds. At December 31, 2017 , the investment mix was approximately 57% equity, 37% debt, and 6% money market funds. Equity investments consist of a combination of individual equity securities plus value funds, growth funds, large cap funds and international stock funds. Debt investments consist of U.S. Treasury securities and investment grade corporate debt. The weighted average discount rates used in determining periodic pension cost were 3.7% and 3.9% in 2018 and 2017 , respectively. The expected long-term rate of return on plan assets is 7.5% in 2018 and 2017 . The long-term rate of return on Benefit Plan assets is based on the historical returns within the plan and expectations for future returns. The expected total pension and retirement expense for the Benefit Plan was as follows: Six Months Ended June 30, ($ in thousands) 2018 2017 Cost components: Service cost-benefits earned during the period $ — $ (45 ) Interest cost on projected benefit obligation (182 ) (198 ) Expected return on plan assets 292 263 Net amortization and deferral (32 ) (73 ) Total net periodic pension earnings (cost) $ 78 $ (53 ) The Company has a Supplemental Executive Retirement Plan, or SERP, to restore to executives designated by the Compensation Committee of the Board of Directors the full benefits under the pension plan that would otherwise be restricted by certain limitations now imposed under the Internal Revenue Code. The SERP is currently unfunded. The Company in April 2017, froze the SERP plan as it relates to the accrual of additional benefits. The pension and retirement expense for the SERP was as follows: Six Months Ended June 30, ($ in thousands) 2018 2017 Cost components: Interest cost on projected benefit obligation $ (128 ) $ (146 ) Net amortization and deferral (32 ) (166 ) Total net periodic pension cost $ (160 ) $ (312 ) |
Reporting Segments and Related
Reporting Segments and Related Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Reporting Segments and Related Information | REPORTING SEGMENTS AND RELATED INFORMATION We currently operate in five reporting segments: commercial/industrial real estate development, resort/residential real estate development, mineral resources, farming, and ranch operations. Commercial lease revenue consists of land and building leases to tenants at our commercial retail and industrial developments, base and percentage rents from our Pastoria Energy Facility power plant lease, communication tower rents, and payments from easement leases. The revenue components of the commercial/industrial real estate development segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Pastoria Energy Facility $ 877 $ 881 $ 1,901 $ 1,725 TRCC Leasing 429 392 836 919 TRCC management fees and reimbursements 187 238 400 450 Commercial leases 185 156 345 306 Communication leases 297 167 481 374 Landscaping and other 214 176 380 425 Land sale — 73 — 73 Commercial/industrial revenues 2,189 2,083 4,343 4,272 Equity in earnings from unconsolidated joint ventures 652 1,560 819 1,788 Total commercial/industrial revenues and equity in earnings from unconsolidated joint ventures 2,841 3,643 5,162 6,060 Profit from commercial/industrial and unconsolidated joint ventures $ 1,453 $ 1,741 $ 2,455 $ 2,415 The resort/residential real estate development segment is actively involved in the land entitlement and development process internally and through a joint venture. The segment incurs costs and expenses related to its development activities, but currently generates no revenue. The segment produced losses of $848,000 and $1,130,000 for the six months ended June 30, 2018 and 2017 , respectively. The segment produced losses of $433,000 and $500,000 for the three months ended June 30, 2018 and 2017 , respectively. The mineral resources segment receives oil and mineral royalties from exploration and development companies that extract or mine the natural resources from our land in addition to periodic reimbursable costs from lessors. The segment also, as opportunities arise periodically, may generate revenues through water transactions. The revenue components of the mineral resources segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Oil and gas $ 623 $ 429 $ 1,161 $ 805 Cement 477 519 828 797 Rock aggregate 344 248 546 428 Exploration leases — Water Sales — 146 7,992 1,254 Reimbursables and other 56 177 104 236 Total mineral resources revenues 1,500 1,519 10,631 3,520 Profit from mineral resources $ 905 $ 990 $ 5,805 $ 1,667 The farming segment produces revenues from the sale of almonds, pistachios, wine grapes, and hay. The revenue components of the farming segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Almonds $ 250 $ 790 $ 1,174 $ 790 Pistachios 41 312 84 568 Other 251 399 479 574 Total farming revenues 542 1,501 1,737 1,932 (Loss) profit from farming $ (649 ) $ 243 $ (1,292 ) $ (650 ) Ranch operations consists of game management revenues and ancillary land uses such as grazing leases and filming. Within game management we operate our High Desert Hunt Club, a premier upland bird hunting club. The High Desert Hunt Club offers over 6,400 acres and 35 hunting fields, each field providing different terrain and challenges. The hunting season runs from mid-October through March. We sell individual hunting packages as well as memberships. Ranch operations also includes Hunt at Tejon, which offers a wide variety of guided big game hunts including trophy Rocky Mountain elk, deer, turkey and wild pig. We offer guided hunts and memberships for both the Spring and Fall hunting seasons. The revenue components of the segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Game management $ 308 $ 277 $ 604 $ 578 Grazing 401 474 807 898 High Desert Hunt Club 17 24 183 190 Filming and other 113 85 234 275 Total ranch operations revenues 839 860 1,828 1,941 Loss from ranch operations $ (509 ) $ (601 ) $ (909 ) $ (1,013 ) |
Investment in Unconsolidated an
Investment in Unconsolidated and Consolidated Joint Ventures | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated and Consolidated Joint Ventures | INVESTMENT IN UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES The Company maintains investments in joint ventures. The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting unless the venture is a variable interest entity, or VIE, and meets the requirements for consolidation. The Company’s investment in its unconsolidated joint ventures at June 30, 2018 was $30,742,000 . The equity in the income of the unconsolidated joint ventures was $819,000 for the six months ended June 30, 2018 . The unconsolidated joint ventures have not been consolidated as of June 30, 2018 , because the Company does not control the investments. The Company’s current joint ventures are as follows: • Petro Travel Plaza Holdings LLC – TA/Petro is an unconsolidated joint venture with TravelCenters of America, LLC for the development and management of travel plazas and convenience stores. The Company has 50% voting rights and shares 60% of profit and losses in this joint venture. It houses multiple commercial eating establishments as well as diesel and gasoline operations in TRCC. The Company does not control the investment due to its having only 50% voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision making authority regarding key business components such as fuel inventory and pricing at the facility. At June 30, 2018 , the Company had an equity investment balance of $19,128,000 in this joint venture. • 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 two 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. At June 30, 2018 , the Company's investment balance in these joint ventures was in deficit position of $770,000 , based on the reasons discussed below. ◦ TRC-MRC 2, LLC was formed 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 (Note II), also guaranteed by both partners. Note II matures on July 1, 2028 and currently has an outstanding principal balance of $25,240,000 . Since inception, we have received excess distributions resulting in a deficit balance of $716,000 . 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 immediately. ◦ 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, we have received excess distributions resulting in a deficit balance of $54,000 . 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 immediately. The joint venture currently has borrowings under a $25,000,000 construction loan which has a current balance of $21,779,000 . Half of the facility is currently leased to Dollar General while the other half is under lease negotiations with a prospective tenant. • Rockefeller Joint Ventures – The Company has three joint ventures with Rockefeller Group Development Corporation, or Rockefeller. At June 30, 2018 , the Company’s combined equity investment balance in these three joint ventures was $11,614,000 . ◦ 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. The Company owns a 50% interest in each of the joint ventures. Currently, the Five West Parcel LLC joint venture owns and leases a 606,000 square foot building to Dollar General, which has options to extend the lease to April 2022. For operating revenue, please see the following table. The Five West Parcel LLC joint venture currently has an outstanding term loan with a balance of $9,442,000 that matures on May 5, 2022. The Company and Rockefeller guarantee the performance of the debt. The second of these joint ventures, 18-19 West LLC, was formed in August 2009 through the contribution of 61.5 acres of land by the Company, which is being held for future development. Both of these joint ventures are being accounted for under the equity method due to both members having significant participating rights in the management of the ventures. ◦ The third joint venture is the TRCC/Rock Outlet Center LLC joint venture, which 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. The remaining 40% was funded through equity contributions from the two members. The Company has 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, and as such we considered the presumption that a managing member controls the limited liability company. The managing member's responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during development and operations, including the setting and monitoring of the budget, leasing, marketing, financing and selection of the contractor for any of the project's construction, are jointly made by both members of the joint venture. Therefore, the Company concluded that both members have significant participating rights that are sufficient to overcome the presumption of the Company controlling the joint venture through it being named the managing member. Therefore, the investment in TRCC/Rock Outlet Center LLC is being accounted for under the equity method. The TRCC/Rock Outlet Center LLC joint venture is separate from the aforementioned agreement to potentially develop up to 500 acres of land in TRCC. During the fourth quarter of 2013, the TRCC/Rock Outlet Center LLC joint venture entered into a construction line of credit agreement with a financial institution for $52,000,000 that, as of June 30, 2018 , had an outstanding balance of $47,798,000 . The Company and Rockefeller guarantee the performance of the debt. • Centennial Founders, LLC – Centennial Founders, LLC, or CFL, is a joint venture with TRI Pointe Homes and CalAtlantic 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 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 Investment Company, or Lewis, entered a Redemption and Withdrawal Agreement, whereby Lewis irrevocably and unconditionally withdrew as a member of CFL, CFL redeemed Lewis' entire interest for no consideration. As a result, our noncontrolling interest balance was reduced by $11,039,000 . At June 30, 2018 , the Company owned 90.89% of CFL. The Company’s investment balance in its unconsolidated joint ventures differs from its respective capital accounts in the respective joint ventures. The differential represents the difference between the cost basis of assets contributed by the Company and the agreed upon contribution value of the assets contributed. Unaudited condensed statement of operations for the six months ended June 30, 2018 and condensed balance sheet information of the Company’s unconsolidated joint ventures as of June 30, 2018 are as follows: Three Months Ended June 30, 2018 2017 2018 2017 2018 2017 Joint Venture TRC ($ in thousands) Revenues Earnings(Loss) Equity in Earnings(Loss) Petro Travel Plaza Holdings, LLC $ 30,384 $ 30,825 $ 1,957 $ 3,021 $ 1,174 $ 1,813 Five West Parcel, LLC 698 702 226 231 112 116 18-19 West, LLC 3 2 (26 ) (30 ) (13 ) (14 ) TRCC/Rock Outlet Center, LLC 1 2,032 2,726 (1,259 ) (82 ) (629 ) (41 ) TRC-MRC 1, LLC 139 — (101 ) — (50 ) — TRC-MRC 2, LLC 2 979 905 115 (629 ) 58 (314 ) $ 34,235 $ 35,160 $ 912 $ 2,511 $ 652 $ 1,560 Centennial Founders, LLC $ (76 ) $ — $ (194 ) $ (207 ) Consolidated (1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $0.4 million and $0.5 million as of June 30, 2018 and 2017, respectively. (2) Earnings for TRC-MRC 2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.2 million and $1.0 million as of June 30, 2018 and 2017, respectively. Six Months Ended June 30, 2018 2017 2018 2017 2018 2017 Joint Venture TRC ($ in thousands) Revenues Earnings(Loss) Equity in Earnings(Loss) Petro Travel Plaza Holdings, LLC $ 55,061 $ 57,232 $ 2,844 $ 4,523 $ 1,706 $ 2,714 Five West Parcel, LLC 1,395 1,418 417 500 208 250 18-19 West, LLC 6 5 (53 ) (54 ) (26 ) (27 ) TRCC/Rock Outlet Center, LLC 1 3,507 5,275 (2,354 ) (1,091 ) (1,177 ) (546 ) TRC-MRC 1, LLC 139 — (102 ) (2 ) (51 ) (1 ) TRC-MRC 2, LLC 2 1,957 1,840 317 (1,204 ) 159 (602 ) $ 62,065 $ 65,770 $ 1,069 $ 2,672 $ 819 $ 1,788 Centennial Founders, LLC $ 11 $ 1 $ (212 ) $ (317 ) Consolidated (1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $0.8 million and $1.0 million as of June 30, 2018 and 2017, respectively. (2) Earnings for TRC-MRC 2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.4 million and $2.0 million as of June 30, 2018 and 2017, respectively. June 30, 2018 December 31, 2017 Joint Venture TRC Joint Venture TRC ($ in thousands) Assets Debt Equity Equity Assets Debt Equity Equity Petro Travel Plaza Holdings, LLC $ 70,625 $ (15,281 ) $ 52,548 $ 19,128 $ 67,435 $ (15,280 ) $ 49,705 $ 17,422 Five West Parcel, LLC 15,902 (9,442 ) 6,389 3,010 15,738 (9,711 ) 5,972 2,802 18-19 West, LLC 4,652 — 4,652 1,756 4,704 — 4,704 1,782 TRCC/Rock Outlet Center, LLC 78,098 (47,798 ) 29,822 6,848 81,610 (48,769 ) 32,177 8,025 TRC-MRC 1, LLC 26,510 (21,779 ) 4,439 — 25,380 (19,433 ) 4,541 — TRC-MRC 2, LLC 24,144 (25,240 ) (1,432 ) — 20,336 (21,080 ) (992 ) — Total $ 219,931 $ (119,540 ) $ 96,418 $ 30,742 $ 215,203 $ (114,273 ) $ 96,107 $ 30,031 Centennial Founders, LLC $ 90,811 $ — $ 90,425 *** $ 89,721 $ — $ 88,862 *** *** Centennial Founders, LLC is consolidated within the Company's financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS TCWD is a not-for-profit governmental entity, organized on December 28, 1965, pursuant to Division 13 of the Water Code, State of California. TCWD is a landowner voting district, which requires an elector, or voter, to be an owner of land located within the district. TCWD was organized to provide the water needs for future municipal and industrial development. The Company is the largest landowner and taxpayer within TCWD. The Company has a water service contract with TCWD that entitles us to receive all of TCWD’s State Water Project entitlement and all of TCWD’s banked water. TCWD is also entitled to make assessments of all taxpayers within the district, to the extent funds are required to cover expenses and to charge water users within the district for the use of water. From time to time, we transact with TCWD in the ordinary course of business. We believe that the terms negotiated for all transactions are no less favorable than those that could be negotiated in arm's length transactions. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Lease Accounting In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, "Leases." From the lessee's perspective, the new standard establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The ASU is effective no later than January 1, 2019, with early adoption permitted. The ASU requires the identification of lease and non-lease components of a lease agreement. This ASU will govern the recognition of revenue for lease components. Revenue related to non-lease components under our lease agreements will be subject to the new revenue recognition standard effective upon adoption of the new lease accounting standard. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements. Newly Adopted Accounting Pronouncements Postretirement Benefits In March 2017, the FASB issued ASU 2017-07 "Compensation - Retirement Benefits (Topic 715)", which requires employers who offer defined benefit pension plans or other post-retirement benefit plans to report the service cost component within the same income statement caption as other compensation costs arising from services rendered by employees during the period. The ASU also requires the other components of net periodic benefit cost to be presented separately from the service cost component, in a caption outside of a subtotal of income from operations. Additionally, the ASU provides that only the service cost component is eligible for capitalization. As a result of the adoption, the Company reclassified $126,000 and $320,000 from Corporate expenses to Other income, net for the three and six months ended June 30, 2017 . Other Income In February 2017, the FASB issued ASU 2017-05 "Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)", effective for the annual reporting period beginning after the December 15, 2017, including the interim reporting period within that period. This update provides guidance on the recognition of gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to counterparties that are not customers. As of January 1, 2018, the Company began accounting for the sale of real estate properties under Subtopic 610-20 which provides for revenue recognition based on transfer of ownership. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company selected the modified retrospective transition method. The adoption of the standard did not result in a cumulative adjustment recognized as of January 1, 2018 and the standard did not have any impact on the Company’s prior period financial statements. During the six months ended June 30, 2018 , the Company had no sales or transfers of nonfinancial assets to customers. Financial Instruments In January 2016, the FASB issued ASU 2016-01, "Financial Statements - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which requires equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values. We adopted the new ASU during the first quarter of 2018. The ASU requires the use of the modified retrospective transition method, under which cumulative unrealized gains and losses related to equity investments with readily determinable fair values will be reclassified from accumulated other comprehensive income to retained earnings on January 1, 2018 upon adoption of this ASU. The guidance related to equity investments without readily determinable fair values will be applied prospectively to all investments that exist as of the date of adoption. The adoption of this new ASU did not impact the Company's investment portfolio as it is comprised of fixed income investments and not equity investments. Revenue Recognition In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The five-step model requires that we (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." ASU 2016-08 provides specific guidance to determine whether an entity is providing a specified good or service itself or is arranging for the good or service to be provided by another party. During the first quarter of 2018, we adopted the revenue recognition ASU using the full retrospective method. Under this method, all periods presented were restated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to 2016 was recorded to retained earnings as of January 2, 2016. Based on our evaluation of all contracts within scope, under previous accounting standards, and under the new revenue recognition ASU, we noted no significant differences in the amounts recognized or the pattern of recognition. Management however noted that the application of Topic 606 impacts the accounting for land sales where the Company has continued involvement or performance obligations that are essential to the land sale. Previous guidance required the Company to recognize revenue from land sales with continued involvement using a percentage completion method based on the total cost of the performance obligations. After adopting Topic 606, the Company was required to allocate the transaction price, on land sales with multiple performance obligations, to the performance obligations in proportion to their standalone selling prices (i.e., on a relative standalone selling price basis) and not total costs. During 2016, the Company sold a land parcel to a third party. Under the terms of the purchase and sale agreement, the Company was obligated to complete specific infrastructure and landscaping adjacent to the land parcel that were deemed essential to the third party. When applying the guidance under Topic 606, the purchase price allocated to the multiple performance obligations yielded a different result than when applying the current guidance. During the second quarter of 2017, the Company recognized $475,000 and $411,000 of revenues and profit from the 2016 land sale, respectively, in the results of operations for the three-and six-months ended June 30, 2017. In applying the accounting principles under Topic 606, the Company appropriately applied the full retrospective method to this land sale during the three- and six -months ended June 30, 2017 results of operations and recognized $73,000 and $9,000 of revenues and profit from the sale of land, respectively. No other differences were noted during our evaluation. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of weighted average number of shares outstanding | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average number of shares outstanding: Common stock 25,950,851 20,855,112 25,931,940 20,841,627 Common stock equivalents 19,748 22,837 29,198 44,003 Diluted shares outstanding 25,970,599 20,877,949 25,961,138 20,885,630 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of available-for-sale securities | The following is a summary of available-for-sale securities at: ($ in thousands) June 30, 2018 December 31, 2017 Marketable Securities: Fair Value Hierarchy Cost Fair Value Cost Fair Value Certificates of deposit with unrecognized losses for less than 12 months $ 6,625 $ 6,563 $ 6,238 $ 6,222 with unrecognized losses for more than 12 months 987 984 102 100 with unrecognized gains — — 2,088 2,089 Total Certificates of deposit Level 1 7,612 7,547 8,428 8,411 U.S. Treasury and agency notes with unrecognized losses for less than 12 months 30,010 29,780 29,741 29,669 with unrecognized losses for more than 12 months 137 136 137 135 with unrecognized gains 3 4 152 153 Total U.S. Treasury and agency notes Level 2 30,150 29,920 30,030 29,957 Corporate notes with unrecognized losses for less than 12 months 21,856 21,662 18,230 18,159 with unrecognized losses for more than 12 months 2,499 2,479 2,804 2,788 with unrecognized gains — — — — Total Corporate notes Level 2 24,355 24,141 21,034 20,947 Municipal notes with unrecognized losses for less than 12 months 6,995 6,948 10,298 10,288 with unrecognized losses for more than 12 months 955 943 999 987 with unrecognized gains 453 453 277 278 Total Municipal notes Level 2 8,403 8,344 11,574 11,553 $ 70,520 $ 69,952 $ 71,066 $ 70,868 |
Summary of maturities, at par, of marketable securities by year | The following tables summarize the maturities, at par, of marketable securities as of: June 30, 2018 ($ in thousands) 2018 2019 2020 2021 Total Certificates of deposit $ 3,497 $ 2,311 $ 1,799 $ — $ 7,607 U.S. Treasury and agency notes 4,176 16,924 9,174 — 30,274 Corporate notes 7,097 9,621 7,150 400 24,268 Municipal notes 1,243 5,157 2,000 — 8,400 $ 16,013 $ 34,013 $ 20,123 $ 400 $ 70,549 December 31, 2017 ($ in thousands) 2018 2019 2020 2021 Total Certificates of deposit $ 4,306 $ 2,311 $ 1,799 — $ 8,416 U.S. Treasury and agency notes 6,399 14,599 9,171 — 30,169 Corporate notes 7,954 6,430 6,450 — 20,834 Municipal notes 1,568 6,957 3,003 — 11,528 $ 20,227 $ 30,297 $ 20,423 $ — $ 70,947 |
Real Estate (Tables)
Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of Real Estate | ($ in thousands) June 30, 2018 December 31, 2017 Real estate development Mountain Village $ 134,970 $ 132,034 Centennial 96,372 94,271 Grapevine 29,466 28,139 Tejon Ranch Commerce Center 14,280 12,892 Real estate development 275,088 267,336 Real estate and improvements - held for lease Tejon Ranch Commerce Center 21,123 21,123 Real estate and improvements - held for lease 21,123 21,123 Less accumulated depreciation (2,192 ) (2,008 ) Real estate and improvements - held for lease, net $ 18,931 $ 19,115 |
Long-Term Water Assets (Tables)
Long-Term Water Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Tangible water assets | The costs assigned to water assets held for future use were as follows ($ in thousands): June 30, 2018 December 31, 2017 Banked water and water for future delivery $ 5,428 $ 5,220 Transferable water 15,725 13,351 Total tangible water $ 21,153 $ 18,571 |
Schedule of finite-lived intangible assets | The Company's carrying amounts of its intangible water assets were as follows ($ in thousands): June 30, 2018 December 31, 2017 Costs Accumulated Depreciation Costs Accumulated Depreciation Dudley Ridge water rights $ 12,203 $ (3,618 ) $ 12,203 $ (3,377 ) Nickel water rights 18,740 (2,998 ) 18,740 (2,678 ) Tulare Lake Basin water rights 5,857 (2,303 ) 5,857 (2,186 ) $ 36,800 $ (8,919 ) $ 36,800 $ (8,241 ) Net intangible water assets 27,881 28,559 Total tangible water assets 21,153 18,571 Net investments in water assets $ 49,034 $ 47,130 |
Components of water assets | Total water resources including recurring annual contract water were as follows: (in acre-feet, unaudited) June 30, 2018 December 31, 2017 Water held for future use AVEK water bank 13,033 13,033 Company water bank 33,634 31,497 TCWD - Banked water contracted with Company 49,184 49,184 Transferable water 6,082 6,169 Total water held for future use 101,933 99,883 Water contracts - annual availability Dudley-Ridge, Nickel and Tulare 10,137 10,137 WRMWSD 15,547 15,547 TCWD 5,749 5,749 Total water contracts 31,433 31,433 Total water held for future use and water contracts 133,366 131,316 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other | Accrued liabilities and other consists of the following: ($ in thousands) June 30, 2018 December 31, 2017 Accrued vacation $ 780 $ 824 Accrued paid personal leave 481 494 Accrued bonus 1,323 126 Other 248 366 $ 2,832 $ 1,810 |
Line of Credit and Long-Term 30
Line of Credit and Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Components of long-term debt | Debt consists of the following: ($ in thousands) June 30, 2018 December 31, 2017 Revolving line of credit $ — $ — Notes payable 67,835 69,741 Other borrowings 91 218 Total short-term and long-term debt 67,926 69,959 Less: line-of-credit and current maturities of long-term debt (4,103 ) (4,004 ) Less: deferred loan costs (129 ) (139 ) Long-term debt, less current portion $ 63,694 $ 65,816 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other liabilities consist of the following: ($ in thousands) June 30, 2018 December 31, 2017 Pension liability (Note 13) $ 2,202 $ 2,280 Interest rate swap liability (Note 10) 1 — 894 Supplemental executive retirement plan liability (Note 13) 7,637 7,759 Other 707 758 Total $ 10,546 $ 11,691 1 The Company's interest rate swap had an asset balance of $962,000 as of June 30, 2018 and is presented under the caption Other Assets on the Consolidated Balance Sheets. |
Stock Compensation - Restrict32
Stock Compensation - Restricted Stock and Performance Share Grants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of performance share grants with performance conditions | The following is a summary of the Company's performance share grants with performance conditions for the six months ended June 30, 2018 : Performance Share Grants with Performance Conditions Below threshold performance — Threshold performance 179,211 Target performance 407,950 Maximum performance 619,512 |
Summary of stock grant activity | The following is a summary of the Company’s stock grant activity, both time and performance share grants, assuming target achievement for outstanding performance share grants for the following periods: June 30, 2018 December 31, 2017 Stock grants outstanding beginning of the period at target achievement 536,860 386,171 New stock grants/additional shares due to maximum achievement 97,529 295,243 Vested grants (87,825 ) (99,769 ) Expired/forfeited grants (551 ) (44,785 ) Stock grants outstanding end of period at target achievement 546,013 536,860 |
Summary of stock compensation costs for Employee and NDSI Plans | The following table summarizes stock compensation costs for the Company's 1998 Employee Stock Incentive Plan, or the Employee Plan, and NDSI Plan for the following periods: ($ in thousands) Six Months Ended June 30, Employee Plan: 2018 2017 Expensed $ 1,411 $ 1,346 Capitalized 622 236 2,033 1,582 NDSI Plan - Expensed 365 348 Total Stock Compensation Costs $ 2,398 $ 1,930 |
Interest Rate Swap (Tables)
Interest Rate Swap (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | We had the following outstanding interest rate swap agreement designated as a cash flow hedge of interest rate risk as of June 30, 2018 ($ in thousands): Effective Date Maturity Date Fair Value Hierarchy Weighted Average Interest Rate Fair Value Notional Amount October 15, 2014 October 5, 2024 Level 2 4.11% $962 $64,277 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Components of net periodic pension cost | The pension and retirement expense for the SERP was as follows: Six Months Ended June 30, ($ in thousands) 2018 2017 Cost components: Interest cost on projected benefit obligation $ (128 ) $ (146 ) Net amortization and deferral (32 ) (166 ) Total net periodic pension cost $ (160 ) $ (312 ) The expected total pension and retirement expense for the Benefit Plan was as follows: Six Months Ended June 30, ($ in thousands) 2018 2017 Cost components: Service cost-benefits earned during the period $ — $ (45 ) Interest cost on projected benefit obligation (182 ) (198 ) Expected return on plan assets 292 263 Net amortization and deferral (32 ) (73 ) Total net periodic pension earnings (cost) $ 78 $ (53 ) |
Reporting Segments and Relate35
Reporting Segments and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Components of segment revenues | The revenue components of the commercial/industrial real estate development segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Pastoria Energy Facility $ 877 $ 881 $ 1,901 $ 1,725 TRCC Leasing 429 392 836 919 TRCC management fees and reimbursements 187 238 400 450 Commercial leases 185 156 345 306 Communication leases 297 167 481 374 Landscaping and other 214 176 380 425 Land sale — 73 — 73 Commercial/industrial revenues 2,189 2,083 4,343 4,272 Equity in earnings from unconsolidated joint ventures 652 1,560 819 1,788 Total commercial/industrial revenues and equity in earnings from unconsolidated joint ventures 2,841 3,643 5,162 6,060 Profit from commercial/industrial and unconsolidated joint ventures $ 1,453 $ 1,741 $ 2,455 $ 2,415 The revenue components of the farming segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Almonds $ 250 $ 790 $ 1,174 $ 790 Pistachios 41 312 84 568 Other 251 399 479 574 Total farming revenues 542 1,501 1,737 1,932 (Loss) profit from farming $ (649 ) $ 243 $ (1,292 ) $ (650 ) The revenue components of the segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Game management $ 308 $ 277 $ 604 $ 578 Grazing 401 474 807 898 High Desert Hunt Club 17 24 183 190 Filming and other 113 85 234 275 Total ranch operations revenues 839 860 1,828 1,941 Loss from ranch operations $ (509 ) $ (601 ) $ (909 ) $ (1,013 ) The revenue components of the mineral resources segment were as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2018 2017 2018 2017 Oil and gas $ 623 $ 429 $ 1,161 $ 805 Cement 477 519 828 797 Rock aggregate 344 248 546 428 Exploration leases — Water Sales — 146 7,992 1,254 Reimbursables and other 56 177 104 236 Total mineral resources revenues 1,500 1,519 10,631 3,520 Profit from mineral resources $ 905 $ 990 $ 5,805 $ 1,667 |
Investment in Unconsolidated 36
Investment in Unconsolidated and Consolidated Joint Ventures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Condensed statements of operations and balance sheet information of consolidated and unconsolidated joint ventures | Unaudited condensed statement of operations for the six months ended June 30, 2018 and condensed balance sheet information of the Company’s unconsolidated joint ventures as of June 30, 2018 are as follows: Three Months Ended June 30, 2018 2017 2018 2017 2018 2017 Joint Venture TRC ($ in thousands) Revenues Earnings(Loss) Equity in Earnings(Loss) Petro Travel Plaza Holdings, LLC $ 30,384 $ 30,825 $ 1,957 $ 3,021 $ 1,174 $ 1,813 Five West Parcel, LLC 698 702 226 231 112 116 18-19 West, LLC 3 2 (26 ) (30 ) (13 ) (14 ) TRCC/Rock Outlet Center, LLC 1 2,032 2,726 (1,259 ) (82 ) (629 ) (41 ) TRC-MRC 1, LLC 139 — (101 ) — (50 ) — TRC-MRC 2, LLC 2 979 905 115 (629 ) 58 (314 ) $ 34,235 $ 35,160 $ 912 $ 2,511 $ 652 $ 1,560 Centennial Founders, LLC $ (76 ) $ — $ (194 ) $ (207 ) Consolidated (1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $0.4 million and $0.5 million as of June 30, 2018 and 2017, respectively. (2) Earnings for TRC-MRC 2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.2 million and $1.0 million as of June 30, 2018 and 2017, respectively. Six Months Ended June 30, 2018 2017 2018 2017 2018 2017 Joint Venture TRC ($ in thousands) Revenues Earnings(Loss) Equity in Earnings(Loss) Petro Travel Plaza Holdings, LLC $ 55,061 $ 57,232 $ 2,844 $ 4,523 $ 1,706 $ 2,714 Five West Parcel, LLC 1,395 1,418 417 500 208 250 18-19 West, LLC 6 5 (53 ) (54 ) (26 ) (27 ) TRCC/Rock Outlet Center, LLC 1 3,507 5,275 (2,354 ) (1,091 ) (1,177 ) (546 ) TRC-MRC 1, LLC 139 — (102 ) (2 ) (51 ) (1 ) TRC-MRC 2, LLC 2 1,957 1,840 317 (1,204 ) 159 (602 ) $ 62,065 $ 65,770 $ 1,069 $ 2,672 $ 819 $ 1,788 Centennial Founders, LLC $ 11 $ 1 $ (212 ) $ (317 ) Consolidated (1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $0.8 million and $1.0 million as of June 30, 2018 and 2017, respectively. (2) Earnings for TRC-MRC 2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.4 million and $2.0 million as of June 30, 2018 and 2017, respectively. June 30, 2018 December 31, 2017 Joint Venture TRC Joint Venture TRC ($ in thousands) Assets Debt Equity Equity Assets Debt Equity Equity Petro Travel Plaza Holdings, LLC $ 70,625 $ (15,281 ) $ 52,548 $ 19,128 $ 67,435 $ (15,280 ) $ 49,705 $ 17,422 Five West Parcel, LLC 15,902 (9,442 ) 6,389 3,010 15,738 (9,711 ) 5,972 2,802 18-19 West, LLC 4,652 — 4,652 1,756 4,704 — 4,704 1,782 TRCC/Rock Outlet Center, LLC 78,098 (47,798 ) 29,822 6,848 81,610 (48,769 ) 32,177 8,025 TRC-MRC 1, LLC 26,510 (21,779 ) 4,439 — 25,380 (19,433 ) 4,541 — TRC-MRC 2, LLC 24,144 (25,240 ) (1,432 ) — 20,336 (21,080 ) (992 ) — Total $ 219,931 $ (119,540 ) $ 96,418 $ 30,742 $ 215,203 $ (114,273 ) $ 96,107 $ 30,031 Centennial Founders, LLC $ 90,811 $ — $ 90,425 *** $ 89,721 $ — $ 88,862 *** *** Centennial Founders, LLC is consolidated within the Company's financial statements. |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of reportable segments | segment | 5 | |||
Total expenses | $ 7,419 | $ 8,018 | $ 19,343 | $ 17,282 |
Other loss, net | (10) | (275) | (24) | (289) |
Total revenues | $ 5,070 | 5,963 | $ 18,539 | 11,665 |
Accounting Standards Update 2017-07 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other loss, net | (126) | (320) | ||
Revenue, Sale Of Land | Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | 475 | |||
Profit | 411 | |||
Revenue, Sale Of Land | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | $ 73 | |||
Profit | $ 9 |
Equity - Earnings Per Share (EP
Equity - Earnings Per Share (EPS) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Weighted average number of shares outstanding: | ||||
Common stock (in shares) | 25,950,851 | 20,855,112 | 25,931,940 | 20,841,627 |
Common stock equivalents (in shares) | 19,748 | 22,837 | 29,198 | 44,003 |
Diluted shares outstanding (in shares) | 25,970,599 | 20,877,949 | 25,961,138 | 20,885,630 |
Marketable Securities - Summary
Marketable Securities - Summary of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Cost | ||
Summary of available-for-sale securities | ||
Total Available-for-sale Securities | $ 70,520 | $ 71,066 |
Cost | Level 1 | Certificates of deposit | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 6,625 | 6,238 |
Marketable Securities with unrecognized losses for more than 12 months | 987 | 102 |
Marketable Securities with unrecognized gains | 0 | 2,088 |
Available-for-sale securities, Cost | 7,612 | 8,428 |
Cost | Level 2 | U.S. Treasury and agency notes | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 30,010 | 29,741 |
Marketable Securities with unrecognized losses for more than 12 months | 137 | 137 |
Marketable Securities with unrecognized gains | 3 | 152 |
Available-for-sale securities, Cost | 30,150 | 30,030 |
Cost | Level 2 | Corporate notes | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 21,856 | 18,230 |
Marketable Securities with unrecognized losses for more than 12 months | 2,499 | 2,804 |
Marketable Securities with unrecognized gains | 0 | 0 |
Available-for-sale securities, Cost | 24,355 | 21,034 |
Cost | Level 2 | Municipal notes | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 6,995 | 10,298 |
Marketable Securities with unrecognized losses for more than 12 months | 955 | 999 |
Marketable Securities with unrecognized gains | 453 | 277 |
Available-for-sale securities, Cost | 8,403 | 11,574 |
Fair Value | ||
Summary of available-for-sale securities | ||
Total Available-for-sale Securities | 69,952 | 70,868 |
Fair Value | Level 1 | Certificates of deposit | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 6,563 | 6,222 |
Marketable Securities with unrecognized losses for more than 12 months | 984 | 100 |
Marketable Securities with unrecognized gains | 0 | 2,089 |
Available-for-sale securities, Cost | 7,547 | 8,411 |
Fair Value | Level 2 | U.S. Treasury and agency notes | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 29,780 | 29,669 |
Marketable Securities with unrecognized losses for more than 12 months | 136 | 135 |
Marketable Securities with unrecognized gains | 4 | 153 |
Available-for-sale securities, Cost | 29,920 | 29,957 |
Fair Value | Level 2 | Corporate notes | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 21,662 | 18,159 |
Marketable Securities with unrecognized losses for more than 12 months | 2,479 | 2,788 |
Marketable Securities with unrecognized gains | 0 | 0 |
Available-for-sale securities, Cost | 24,141 | 20,947 |
Fair Value | Level 2 | Municipal notes | ||
Summary of available-for-sale securities | ||
Marketable Securities with unrecognized losses for less than 12 months | 6,948 | 10,288 |
Marketable Securities with unrecognized losses for more than 12 months | 943 | 987 |
Marketable Securities with unrecognized gains | 453 | 278 |
Available-for-sale securities, Cost | $ 8,344 | $ 11,553 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Fair market value of investment securities exceeds cost basis | $ 568 | $ 568 | ||
Unrealized (loss) gain on available-for-sale securities | (68) | $ 17 | 370 | $ 55 |
Estimated taxes of change in value of available-for-sale securities | 79 | |||
Gross unrealized holding gains | 1 | 1 | ||
Gross unrealized holding losses | $ 569 | $ 569 |
Marketable Securities - Availab
Marketable Securities - Available-for-sale Securities by Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of maturities, at par, of marketable securities | ||
2,018 | $ 16,013 | $ 20,227 |
2,019 | 34,013 | 30,297 |
2,020 | 20,123 | 20,423 |
2,021 | 400 | 0 |
Total | 70,549 | 70,947 |
Certificates of deposit | ||
Summary of maturities, at par, of marketable securities | ||
2,018 | 3,497 | 4,306 |
2,019 | 2,311 | 2,311 |
2,020 | 1,799 | 1,799 |
2,021 | 0 | 0 |
Total | 7,607 | 8,416 |
U.S. Treasury and agency notes | ||
Summary of maturities, at par, of marketable securities | ||
2,018 | 4,176 | 6,399 |
2,019 | 16,924 | 14,599 |
2,020 | 9,174 | 9,171 |
2,021 | 0 | 0 |
Total | 30,274 | 30,169 |
Corporate notes | ||
Summary of maturities, at par, of marketable securities | ||
2,018 | 7,097 | 7,954 |
2,019 | 9,621 | 6,430 |
2,020 | 7,150 | 6,450 |
2,021 | 400 | 0 |
Total | 24,268 | 20,834 |
Municipal notes | ||
Summary of maturities, at par, of marketable securities | ||
2,018 | 1,243 | 1,568 |
2,019 | 5,157 | 6,957 |
2,020 | 2,000 | 3,003 |
2,021 | 0 | 0 |
Total | $ 8,400 | $ 11,528 |
Real Estate (Details)
Real Estate (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Real estate development | $ 275,088 | $ 267,336 |
Real estate and improvements - held for lease | 21,123 | 21,123 |
Less accumulated depreciation | (2,192) | (2,008) |
Real estate and improvements - held for lease, net | 18,931 | 19,115 |
Mountain Village | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 134,970 | 132,034 |
Centennial | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 96,372 | 94,271 |
Grapevine | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 29,466 | 28,139 |
Tejon Ranch Commerce Center | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 14,280 | 12,892 |
Real estate and improvements - held for lease | $ 21,123 | $ 21,123 |
Long-Term Water Assets - Additi
Long-Term Water Assets - Additional Information (Details) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2018USD ($)$ / acre ftacre ft | Dec. 31, 2017acre ft | Dec. 31, 2013acre ft | Dec. 31, 2009acre ft | Dec. 31, 2008acre ft | |
Long Lived Assets Held-for-sale [Line Items] | |||||
Contract renewal optional term | 35 years | ||||
Water sold (in acre-feet) | 7,442 | ||||
Water assets sales price | $ | $ 7,992 | ||||
Cost of purchased water | $ | $ 3,679 | ||||
AVEK water bank | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
AVEK water bank (in acre-feet) | 13,033,000 | 13,033,000 | 6,393 | 8,393 | |
SWP water contracts | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
AVEK water for future delivery (in acre-feet) | 3,444 | ||||
DMB | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Contract renewal optional term | 35 years | ||||
Consumer price per acre-foot | $ / acre ft | 738 | ||||
DMB | Maximum | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Annual fee increase, percent | 3.00% | ||||
DMB | Transferable water | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Long-term water assets (in acre-feet) | 6,693 | 6,693 | |||
PEF | Transferable water | Ranchcorp | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Water assets, volume available for purchase from 2017-2030 (up to) (in acre-feet) | 3,500 | ||||
Annual option payment, percent | 30.00% | ||||
Consumer price per acre-foot | $ / acre ft | 1,088 | ||||
Annual fee increase, percent | 3.00% |
Long-Term Water Assets Long-Ter
Long-Term Water Assets Long-Term Water Assets - Tangible Water Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Long Lived Assets Held-for-sale [Line Items] | ||
Total tangible water | $ 21,153 | $ 18,571 |
Banked water and water for future delivery | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total tangible water | 5,428 | 5,220 |
Transferable water | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total tangible water | $ 15,725 | $ 13,351 |
Long-Term Water Assets Long-T45
Long-Term Water Assets Long-Term Water Assets - Intangible Water Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Costs | $ 36,800 | $ 36,800 |
Accumulated Depreciation | (8,919) | (8,241) |
Net intangible water assets | 27,881 | 28,559 |
Total tangible water assets | 21,153 | 18,571 |
Net investment in water assets | 49,034 | 47,130 |
Contract-based intangible assets | Dudley Ridge water rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Costs | 12,203 | 12,203 |
Accumulated Depreciation | (3,618) | (3,377) |
Contract-based intangible assets | Nickel water rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Costs | 18,740 | 18,740 |
Accumulated Depreciation | (2,998) | (2,678) |
Contract-based intangible assets | Tulare Lake Basin water rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Costs | 5,857 | 5,857 |
Accumulated Depreciation | $ (2,303) | $ (2,186) |
Long-Term Water Assets - Volume
Long-Term Water Assets - Volume of Water Assets (Details) - acre ft | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2009 | Dec. 31, 2008 |
Banked water and water for future delivery | ||||
Transferable water | 6,082,000 | 6,169,000 | ||
Banked water and water for future delivery | 101,933,000 | 99,883,000 | ||
Total water contracts | 31,433,000 | 31,433,000 | ||
Total purchased and contracted water sources in acre feet | 133,366,000 | 131,316,000 | ||
AVEK water bank | ||||
Banked water and water for future delivery | ||||
AVEK water bank | 13,033,000 | 13,033,000 | 6,393 | 8,393 |
Company water bank | ||||
Banked water and water for future delivery | ||||
Company water bank | 33,634,000 | 31,497,000 | ||
TCWD | ||||
Banked water and water for future delivery | ||||
TCWD - Banked water contracted with Company | 49,184,000 | 49,184,000 | ||
Water contracts and purchased water | 5,749,000 | 5,749,000 | ||
Dudley-Ridge, Nickel and Tulare | ||||
Banked water and water for future delivery | ||||
Water contracts and purchased water | 10,137,000 | 10,137,000 | ||
WRMWSD | ||||
Banked water and water for future delivery | ||||
Water contracts and purchased water | 15,547,000 | 15,547,000 |
Accrued Liabilities and Other47
Accrued Liabilities and Other (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 780 | $ 824 |
Accrued paid personal leave | 481 | 494 |
Accrued bonus | 1,323 | 126 |
Other | 248 | 366 |
Total | $ 2,832 | $ 1,810 |
Line of Credit and Long-Term 48
Line of Credit and Long-Term Debt - Components of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Long-term debt consists of: | ||
Total short-term and long-term debt | $ 67,926 | $ 69,959 |
Less: line-of-credit and current maturities of long-term debt | (4,103) | (4,004) |
Less: deferred loan costs | (129) | (139) |
Long-term debt, less current portion | 63,694 | 65,816 |
Revolving line of credit | ||
Long-term debt consists of: | ||
Total short-term and long-term debt | 0 | 0 |
Notes payable | ||
Long-term debt consists of: | ||
Total short-term and long-term debt | 67,835 | 69,741 |
Other borrowings | ||
Long-term debt consists of: | ||
Total short-term and long-term debt | $ 91 | $ 218 |
Line of Credit and Long-Term 49
Line of Credit and Long-Term Debt - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2013USD ($) | Jun. 30, 2018USD ($)covenant | Dec. 31, 2017USD ($) | |
Promissory note agreement | |||
Line of Credit Facility [Line Items] | |||
Debt instrument face amount | $ 4,750,000 | ||
Stated interest rate | 4.25% | ||
Periodic principal and interest payments | $ 102,700 | ||
Long-term debt | $ 3,558,000 | ||
Level 2 | Interest Rate Swap | |||
Line of Credit Facility [Line Items] | |||
Notional Amount | $ 64,277,000 | $ 66,046,000 | |
Interest pay rate | 4.11% | ||
Selected LIBOR rate | |||
Line of Credit Facility [Line Items] | |||
Interest rate on line of credit, variable rate | 1.50% | ||
LIBOR for a fixed rate term | |||
Line of Credit Facility [Line Items] | |||
Interest rate on line of credit, variable rate | 1.50% | ||
Term Notes | |||
Line of Credit Facility [Line Items] | |||
Line of credit amount | $ 70,000,000 | ||
Interest pay rate | 4.11% | ||
Periodic payments, interest only period | 2 years | ||
Term Notes | Selected LIBOR rate | |||
Line of Credit Facility [Line Items] | |||
Interest rate on line of credit, variable rate | 1.70% | ||
Revolving line of credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit amount | $ 30,000,000 | ||
Commitment fee percentage | 0.10% | ||
Number of debt covenants | covenant | 3 | ||
Debt equity ratio | 0.75 | ||
Debt service coverage ratio | 1.25 | ||
Minimum liquid assets | $ 20,000,000 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Other Liabilities | ||
Interest rate swap liability | $ 0 | $ 894 |
Other | 707 | 758 |
Total | 10,546 | 11,691 |
Derivative asset, noncurrent | 962 | |
Pension plan | ||
Other Liabilities | ||
Pension and supplemental executive retirement plan liability | 2,202 | 2,280 |
SERP | ||
Other Liabilities | ||
Pension and supplemental executive retirement plan liability | $ 7,637 | $ 7,759 |
Stock Compensation - Restrict51
Stock Compensation - Restricted Stock and Performance Share Grants - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($)award_type | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of types of stock grant awards | award_type | 3 |
Total compensation cost not yet recognized | $ | $ 6,107 |
Total compensation cost not yet recognized, period for recognition | 22 months |
Stock Compensation - Restrict52
Stock Compensation - Restricted Stock and Performance Share Grants - Performance Share Grants (Details) - Performance share grants | 6 Months Ended |
Jun. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Below threshold performance (in shares) | 0 |
Threshold performance (in shares) | 179,211 |
Target performance (in shares) | 407,950 |
Maximum performance (in shares) | 619,512 |
Stock Compensation - Restrict53
Stock Compensation - Restricted Stock and Performance Share Grants - Summary of Stock Grant Activity (Details) - Performance share grants - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of stock grant activity: | ||
Stock grants outstanding beginning of the year at target achievement (in shares) | 536,860 | 386,171 |
New stock grants/additional shares due to maximum achievement (in shares) | 97,529 | 295,243 |
Vested grants (in shares) | (87,825) | (99,769) |
Expired/forfeited grants (in shares) | (551) | (44,785) |
Stock grants outstanding end of the year at target achievement (in shares) | 546,013 | 536,860 |
Stock Compensation - Restrict54
Stock Compensation - Restricted Stock and Performance Share Grants - Compensation Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Stock Compensation Costs | $ 2,398 | $ 1,930 |
1998 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation costs, expensed | 1,411 | 1,346 |
Stock compensation costs, capitalized | 622 | 236 |
Total Stock Compensation Costs | 2,033 | 1,582 |
NDSI Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation costs, expensed | $ 365 | $ 348 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Hedge ineffectiveness | $ 0 | |
Level 2 | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Weighted Average Interest Rate | 4.11% | |
Notional Amount | $ 64,277,000 | $ 66,046,000 |
Level 2 | Interest Rate Swap | Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value - asset (liability) | $ 962,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (348) | $ (472) | $ 178 | $ (1,804) |
Effective income tax rate | 29.00% | 46.00% | ||
Income taxes receivable | $ 1,243 | $ 1,243 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2015participant | Jun. 30, 2014 | Jun. 30, 2018USD ($)afacilityacre ft | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 07, 2017a | Dec. 31, 2013acre ft | |
Loss Contingencies [Line Items] | |||||||
Amount paid for water contracts | $ 8,202,000 | ||||||
Contract renewal optional term | 35 years | ||||||
Estimated future payments | $ 800,000 | ||||||
Incentive fee on contract termination, measurement period from entitlement achievement date | 5 years | ||||||
Number of community facility districts | facility | 2 | ||||||
Acres of land related to land liens | a | 190 | ||||||
Letter of credit period | 2 years | ||||||
Letter of credit renewal period | 2 years | ||||||
Annual cost related to the letter of credit | $ 129,000 | $ 139,000 | |||||
TCWD | Kern Water Bank Authority | |||||||
Loss Contingencies [Line Items] | |||||||
Percentage of interest rate held | 2.00% | ||||||
Antelope Valley Groundwater Cases | Settled Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Number of parties in agreement for settlement | participant | 140 | ||||||
Percentage of current water usage with the adjudication boundary (more than) | 99.00% | ||||||
West CFD | |||||||
Loss Contingencies [Line Items] | |||||||
Acres of land related to land liens | a | 420 | ||||||
Bond debt sold by TRPFFA | $ 28,620,000 | ||||||
Additional bond debt authorized to be sold in future | 0 | ||||||
Additional reimbursement funds | $ 0 | ||||||
East CFD | |||||||
Loss Contingencies [Line Items] | |||||||
Acres of land related to land liens | a | 1,931 | ||||||
Bond debt sold by TRPFFA | $ 55,000,000 | ||||||
Additional bond debt authorized to be sold in future | 65,000,000 | ||||||
Additional reimbursement funds | 6,383,000 | ||||||
Standby letter of credit | |||||||
Loss Contingencies [Line Items] | |||||||
Letters of credit outstanding amount | 4,921,000 | ||||||
Annual cost related to the letter of credit | $ 83,000 | ||||||
DMB | |||||||
Loss Contingencies [Line Items] | |||||||
Contract renewal optional term | 35 years | ||||||
DMB | Transferable water | |||||||
Loss Contingencies [Line Items] | |||||||
Long-term water assets (volume) | acre ft | 6,693 | 6,693 | |||||
Scenario, Forecast | |||||||
Loss Contingencies [Line Items] | |||||||
Amount paid for water contracts | $ 8,889,000 | ||||||
Special taxes paid | $ 2,570,000 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Contributions to defined benefit plan | $ 160 | ||
Pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service period | 5 years | ||
Current investment policy targets: | |||
Current investment policy target percentage of fluctuation | 20.00% | ||
Assumptions used in determining periodic pension cost: | |||
Discount rate | 3.70% | 3.90% | |
Expected long-term rate of return on plan assets | 7.50% | 7.50% | |
Pension plan | Equities | |||
Current investment policy targets: | |||
Current investment policy target | 65.00% | ||
Current investment mix | 60.00% | 57.00% | |
Pension plan | Equities | Maximum | |||
Current investment policy targets: | |||
Current investment policy target | 78.00% | ||
Pension plan | Equities | Minimum | |||
Current investment policy targets: | |||
Current investment policy target | 52.00% | ||
Pension plan | Treasury/Corporate Notes | |||
Current investment policy targets: | |||
Current investment policy target | 25.00% | ||
Current investment mix | 37.00% | 37.00% | |
Pension plan | Money market funds | |||
Current investment policy targets: | |||
Current investment policy target | 10.00% | ||
Current investment mix | 3.00% | 6.00% |
Retirement Plans - Net Periodic
Retirement Plans - Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Pension plan | ||
Cost components: | ||
Service cost-benefits earned during the period | $ 0 | $ (45) |
Interest cost on projected benefit obligation | (182) | (198) |
Expected return on plan assets | 292 | 263 |
Net amortization and deferral | (32) | (73) |
Total net periodic pension earnings (cost) | 78 | (53) |
SERP | ||
Cost components: | ||
Interest cost on projected benefit obligation | (128) | (146) |
Net amortization and deferral | (32) | (166) |
Total net periodic pension earnings (cost) | $ (160) | $ (312) |
Reporting Segments and Relate60
Reporting Segments and Related Information - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)afield | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)asegmentfield | Jun. 30, 2017USD ($) | |
Revenue from External Customer [Line Items] | ||||
Number of reportable segments | segment | 5 | |||
Segment losses | $ 7,419,000 | $ 8,018,000 | $ 19,343,000 | $ 17,282,000 |
Real estate - resort/residential | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | |||
Segment losses | 433,000 | 500,000 | 848,000 | 1,130,000 |
Ranch operations | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 839,000 | 860,000 | 1,828,000 | 1,941,000 |
Ranch operations | High Desert Hunt Club | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 17,000 | $ 24,000 | $ 183,000 | $ 190,000 |
Area of land | a | 6,400 | 6,400 | ||
Number of hunting fields | field | 35 | 35 |
Reporting Segments and Relate61
Reporting Segments and Related Information - Revenue Components of Real Estate Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from External Customer [Line Items] | ||||
Equity in earnings of unconsolidated joint ventures, net | $ 652 | $ 1,560 | $ 819 | $ 1,788 |
Profit from commercial/industrial and unconsolidated joint ventures | (1,361) | (675) | 620 | (3,920) |
Real estate - commercial/industrial | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 2,189 | 2,083 | 4,343 | 4,272 |
Equity in earnings of unconsolidated joint ventures, net | 652 | 1,560 | 819 | 1,788 |
Total commercial/industrial revenues and equity in earnings from unconsolidated joint ventures | 2,841 | 3,643 | 5,162 | 6,060 |
Profit from commercial/industrial and unconsolidated joint ventures | 1,453 | 1,741 | 2,455 | 2,415 |
Real estate - commercial/industrial | Pastoria Energy Facility | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 877 | 881 | 1,901 | 1,725 |
Real estate - commercial/industrial | Tejon Ranch Commerce Center | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 429 | 392 | 836 | 919 |
Real estate - commercial/industrial | TRCC management fees and reimbursements | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 187 | 238 | 400 | 450 |
Real estate - commercial/industrial | Commercial leases | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 185 | 156 | 345 | 306 |
Real estate - commercial/industrial | Communication leases | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 297 | 167 | 481 | 374 |
Real estate - commercial/industrial | Landscaping and other | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 214 | 176 | 380 | 425 |
Real estate - commercial/industrial | Land sale | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | $ 0 | $ 73 | $ 0 | $ 73 |
Reporting Segments and Relate62
Reporting Segments and Related Information - Revenue Components of Mineral Resources Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from External Customer [Line Items] | ||||
Net operating income (loss) | $ (2,013) | $ (2,235) | $ (199) | $ (5,708) |
Mineral resources | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 1,500 | 1,519 | 10,631 | 3,520 |
Net operating income (loss) | 905 | 990 | 5,805 | 1,667 |
Mineral resources | Oil and gas | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 623 | 429 | 1,161 | 805 |
Mineral resources | Cement | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 477 | 519 | 828 | 797 |
Mineral resources | Rock aggregate | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 344 | 248 | 546 | 428 |
Mineral resources | Exploration leases | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 0 | |||
Mineral resources | Water Sales | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 0 | 146 | 7,992 | 1,254 |
Mineral resources | Reimbursables and other | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | $ 56 | $ 177 | $ 104 | $ 236 |
Reporting Segments and Relate63
Reporting Segments and Related Information - Revenue Components of Farming Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from External Customer [Line Items] | ||||
Net operating income (loss) | $ (2,013) | $ (2,235) | $ (199) | $ (5,708) |
Farming Segment | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 542 | 1,501 | 1,737 | 1,932 |
Net operating income (loss) | (649) | 243 | (1,292) | (650) |
Farming Segment | Almonds | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 250 | 790 | 1,174 | 790 |
Farming Segment | Pistachios | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | 41 | 312 | 84 | 568 |
Farming Segment | Other | ||||
Revenue from External Customer [Line Items] | ||||
Commercial/industrial revenues | $ 251 | $ 399 | $ 479 | $ 574 |
Reporting Segments and Relate64
Reporting Segments and Related Information - Revenue Components of Ranch Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from External Customer [Line Items] | ||||
Net operating income (loss) | $ (2,013) | $ (2,235) | $ (199) | $ (5,708) |
Ranch operations | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 839 | 860 | 1,828 | 1,941 |
Net operating income (loss) | (509) | (601) | (909) | (1,013) |
Ranch operations | Game management | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 308 | 277 | 604 | 578 |
Ranch operations | Grazing | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 401 | 474 | 807 | 898 |
Ranch operations | High Desert Hunt Club | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 17 | 24 | 183 | 190 |
Ranch operations | Filming and other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 113 | $ 85 | $ 234 | $ 275 |
Investment in Unconsolidated 65
Investment in Unconsolidated and Consolidated Joint Ventures - Investment Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2016ft² | Jun. 30, 2018USD ($)a | Jun. 30, 2017USD ($) | Jun. 30, 2013USD ($)ft²member | Jun. 30, 2018USD ($)aft²joint_venture | Jun. 30, 2017USD ($) | Jun. 01, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2013USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Investments in unconsolidated joint ventures | $ 30,742,000 | $ 30,742,000 | $ 30,031,000 | ||||||
Equity in earnings (loss) | 652,000 | $ 1,560,000 | 819,000 | $ 1,788,000 | |||||
Equity | 30,742,000 | 30,742,000 | 30,031,000 | ||||||
Debt | $ 119,540,000 | $ 119,540,000 | 114,273,000 | ||||||
Promissory note agreement | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Debt instrument face amount | $ 4,750,000 | ||||||||
Petro Travel Plaza Holdings, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Unconsolidated joint ventures, ownership interest | 50.00% | 50.00% | |||||||
Right and share of profit and loss | 60.00% | 60.00% | |||||||
Equity | $ 19,128,000 | $ 19,128,000 | 17,422,000 | ||||||
Debt | 15,281,000 | 15,281,000 | 15,280,000 | ||||||
Majestic Realty Co. | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investments in unconsolidated joint ventures | $ 24,773,000 | $ 24,773,000 | |||||||
Unconsolidated joint ventures, ownership interest | 50.00% | 50.00% | |||||||
Number of joint venture contracts | joint_venture | 2 | ||||||||
Investment in unconsolidated joint ventures | $ 770,000 | $ 770,000 | |||||||
Area of building owned and leased | ft² | 651,909 | ||||||||
TRC-MRC 2, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity | 0 | $ 0 | 0 | ||||||
Debt instrument face amount | $ 25,240,000 | ||||||||
Debt | (25,240,000) | (25,240,000) | 21,080,000 | ||||||
Deficit balance | 716,000 | 716,000 | |||||||
TRCC-East | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Area of building owned and leased | ft² | 480,480 | ||||||||
Deficit balance | 54,000 | 54,000 | |||||||
Number of acres for development | ft² | 326,000 | ||||||||
TRC-MRC 1, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity | 0 | 0 | 0 | ||||||
Debt | 21,779,000 | 21,779,000 | 19,433,000 | ||||||
Construction Loan | 25,000,000 | $ 25,000,000 | |||||||
Rockefeller Joint Ventures | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of joint venture contracts | joint_venture | 3 | ||||||||
Investment in unconsolidated joint ventures | $ 11,614,000 | $ 11,614,000 | |||||||
Number of acres for development | a | 91 | ||||||||
Development of land in TRCC including pursuing foreign trade zone (up to) | a | 500 | 500 | |||||||
Rockefeller Joint Ventures | Building Development | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of joint venture contracts | joint_venture | 2 | ||||||||
Five West Parcel, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Unconsolidated joint ventures, ownership interest | 50.00% | 50.00% | |||||||
Equity | $ 3,010,000 | $ 3,010,000 | 2,802,000 | ||||||
Area of building owned and leased | ft² | 606,000 | ||||||||
Debt | 9,442,000 | $ 9,442,000 | 9,711,000 | ||||||
18-19 West, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity | 1,756,000 | 1,756,000 | 1,782,000 | ||||||
Debt | 0 | $ 0 | 0 | ||||||
Number of acres for development | a | 61.5 | ||||||||
TRCC/Rock Outlet Center, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investments in unconsolidated joint ventures | $ 87,000,000 | ||||||||
Equity | 6,848,000 | $ 6,848,000 | 8,025,000 | ||||||
Debt | 47,798,000 | 47,798,000 | 48,769,000 | ||||||
Construction loan percent of costs | 60.00% | ||||||||
Equity contributions, percent | 40.00% | ||||||||
Number of members | member | 2 | ||||||||
TRCC/Rock Outlet Center, LLC | Line of Credit | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Summarized financial information, maximum borrowing capacity | 52,000,000 | 52,000,000 | |||||||
Centennial | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Debt | 0 | 0 | $ 0 | ||||||
Noncontrolling interest balance | $ 11,039,000 | $ 11,039,000 | |||||||
Consolidated joint venture, ownership interest | 90.89% | 90.89% |
Investment in Unconsolidated 66
Investment in Unconsolidated and Consolidated Joint Ventures Investment in Unconsolidated and Consolidated Joint Ventures - Condensed Statements of Operations and Balance Sheet Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Statement of Operations | |||||
Joint Venture Revenues | $ 34,235,000 | $ 35,160,000 | $ 62,065,000 | $ 65,770,000 | |
Joint Venture Earnings (Loss) | 912,000 | 2,511,000 | 1,069,000 | 2,672,000 | |
TRC Equity in Earnings (Loss) | 652,000 | 1,560,000 | 819,000 | 1,788,000 | |
Balance Sheet Information | |||||
Joint Venture Assets | 219,931,000 | 219,931,000 | $ 215,203,000 | ||
Joint Venture Debt | (119,540,000) | (119,540,000) | (114,273,000) | ||
Joint Venture Equity | 96,418,000 | 96,418,000 | 96,107,000 | ||
TRC Equity | 30,742,000 | 30,742,000 | 30,031,000 | ||
Petro Travel Plaza Holdings, LLC | |||||
Statement of Operations | |||||
Joint Venture Revenues | 30,384,000 | 30,825,000 | 55,061,000 | 57,232,000 | |
Joint Venture Earnings (Loss) | 1,957,000 | 3,021,000 | 2,844,000 | 4,523,000 | |
TRC Equity in Earnings (Loss) | 1,174,000 | 1,813,000 | 1,706,000 | 2,714,000 | |
Balance Sheet Information | |||||
Joint Venture Assets | 70,625,000 | 70,625,000 | 67,435,000 | ||
Joint Venture Debt | (15,281,000) | (15,281,000) | (15,280,000) | ||
Joint Venture Equity | 52,548,000 | 52,548,000 | 49,705,000 | ||
TRC Equity | 19,128,000 | 19,128,000 | 17,422,000 | ||
Five West Parcel, LLC | |||||
Statement of Operations | |||||
Joint Venture Revenues | 698,000 | 702,000 | 1,395,000 | 1,418,000 | |
Joint Venture Earnings (Loss) | 226,000 | 231,000 | 417,000 | 500,000 | |
TRC Equity in Earnings (Loss) | 112,000 | 116,000 | 208,000 | 250,000 | |
Balance Sheet Information | |||||
Joint Venture Assets | 15,902,000 | 15,902,000 | 15,738,000 | ||
Joint Venture Debt | (9,442,000) | (9,442,000) | (9,711,000) | ||
Joint Venture Equity | 6,389,000 | 6,389,000 | 5,972,000 | ||
TRC Equity | 3,010,000 | 3,010,000 | 2,802,000 | ||
18-19 West, LLC | |||||
Statement of Operations | |||||
Joint Venture Revenues | 3,000 | 2,000 | 6,000 | 5,000 | |
Joint Venture Earnings (Loss) | (26,000) | (30,000) | (53,000) | (54,000) | |
TRC Equity in Earnings (Loss) | (13,000) | (14,000) | (26,000) | (27,000) | |
Balance Sheet Information | |||||
Joint Venture Assets | 4,652,000 | 4,652,000 | 4,704,000 | ||
Joint Venture Debt | 0 | 0 | 0 | ||
Joint Venture Equity | 4,652,000 | 4,652,000 | 4,704,000 | ||
TRC Equity | 1,756,000 | 1,756,000 | 1,782,000 | ||
TRCC/Rock Outlet Center, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Non-cash tenant allowance amortization | 400,000 | 500,000 | 800,000 | 1,000,000 | |
Statement of Operations | |||||
Joint Venture Revenues | 2,032,000 | 2,726,000 | 3,507,000 | 5,275,000 | |
Joint Venture Earnings (Loss) | (1,259,000) | (82,000) | (2,354,000) | (1,091,000) | |
TRC Equity in Earnings (Loss) | (629,000) | (41,000) | (1,177,000) | (546,000) | |
Balance Sheet Information | |||||
Joint Venture Assets | 78,098,000 | 78,098,000 | 81,610,000 | ||
Joint Venture Debt | (47,798,000) | (47,798,000) | (48,769,000) | ||
Joint Venture Equity | 29,822,000 | 29,822,000 | 32,177,000 | ||
TRC Equity | 6,848,000 | 6,848,000 | 8,025,000 | ||
TRC-MRC 1, LLC | |||||
Statement of Operations | |||||
Joint Venture Revenues | 139,000 | 0 | 139,000 | 0 | |
Joint Venture Earnings (Loss) | (101,000) | 0 | (102,000) | (2,000) | |
TRC Equity in Earnings (Loss) | (50,000) | 0 | (51,000) | (1,000) | |
Balance Sheet Information | |||||
Joint Venture Assets | 26,510,000 | 26,510,000 | 25,380,000 | ||
Joint Venture Debt | (21,779,000) | (21,779,000) | (19,433,000) | ||
Joint Venture Equity | 4,439,000 | 4,439,000 | 4,541,000 | ||
TRC Equity | 0 | 0 | 0 | ||
TRC-MRC 2, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Non-cash amortization related to in-place leases | 200,000 | 1,000,000 | 400,000 | 2,000,000 | |
Statement of Operations | |||||
Joint Venture Revenues | 979,000 | 905,000 | 1,957,000 | 1,840,000 | |
Joint Venture Earnings (Loss) | 115,000 | (629,000) | 317,000 | (1,204,000) | |
TRC Equity in Earnings (Loss) | 58,000 | (314,000) | 159,000 | (602,000) | |
Balance Sheet Information | |||||
Joint Venture Assets | 24,144,000 | 24,144,000 | 20,336,000 | ||
Joint Venture Debt | 25,240,000 | 25,240,000 | (21,080,000) | ||
Joint Venture Equity | (1,432,000) | (1,432,000) | (992,000) | ||
TRC Equity | 0 | 0 | 0 | ||
Centennial | |||||
Statement of Operations | |||||
Joint Venture Revenues | (76,000) | 0 | 11,000 | 1,000 | |
Joint Venture Earnings (Loss) | (194,000) | $ (207,000) | (212,000) | $ (317,000) | |
Balance Sheet Information | |||||
Joint Venture Assets | 90,811,000 | 90,811,000 | 89,721,000 | ||
Joint Venture Debt | 0 | 0 | 0 | ||
Joint Venture Equity | $ 90,425,000 | $ 90,425,000 | $ 88,862,000 |