Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 29, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | TEJON RANCH CO | ||
Entity Central Index Key | 0000096869 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock Shares Outstanding | 26,104,569 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 431,894,139 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 27,106 | $ 15,908 |
Marketable securities - available-for-sale | 39,084 | 63,749 |
Accounts receivable | 9,950 | 10,876 |
Inventories | 2,792 | 2,618 |
Prepaid expenses and other current assets | 3,252 | 3,348 |
Total current assets | 82,184 | 96,499 |
Real estate and improvements - held for lease, net | 18,674 | 18,953 |
Real estate development (includes $104,491 at December 31, 2019 and $100,311 at December 31, 2018, attributable to Centennial Founders, LLC, Note 17) | 297,581 | 283,385 |
Property and equipment, net | 45,072 | 46,086 |
Investments in unconsolidated joint ventures | 38,240 | 28,602 |
Net investment in water assets | 54,155 | 51,832 |
Deferred tax assets | 713 | 1,229 |
Other assets | 2,803 | 2,462 |
TOTAL ASSETS | 539,422 | 529,048 |
Current Liabilities: | ||
Trade accounts payable | 6,145 | 6,037 |
Accrued liabilities and other | 3,463 | 3,575 |
Deferred income | 1,346 | 2,863 |
Current maturities of long-term debt | 4,182 | 4,018 |
Total current liabilities | 15,136 | 16,493 |
Long-term debt, less current portion | 57,476 | 61,780 |
Long-term deferred gains | 5,731 | 3,405 |
Other liabilities | 15,455 | 12,698 |
Total liabilities | 93,798 | 94,376 |
Commitments and contingencies | ||
Tejon Ranch Co. Stockholders’ Equity | ||
Issued and outstanding shares - 26,096,797 at December 31, 2019 and 25,972,080 at December 31, 2018 | 13,048 | 12,986 |
Additional paid-in capital | 338,745 | 336,520 |
Accumulated other comprehensive loss | (6,771) | (4,857) |
Retained earnings | 85,227 | 74,647 |
Total Tejon Ranch Co. Stockholders’ Equity | 430,249 | 419,296 |
Non-controlling interest | 15,375 | 15,376 |
Total equity | 445,624 | 434,672 |
TOTAL LIABILITIES AND EQUITY | $ 539,422 | $ 529,048 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 26,096,797 | 25,972,080 |
Common stock, outstanding shares (in shares) | 26,096,797 | 25,972,080 |
Real estate development | $ 297,581 | $ 283,385 |
Centennial Founders, LLC | ||
Real estate development | $ 104,491 | $ 100,311 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Total revenues | $ 49,523 | $ 45,619 | $ 35,255 |
Costs and expenses: | |||
Total expenses | 50,954 | 45,183 | 42,773 |
Operating (loss) income | (1,431) | 436 | (7,518) |
Other (loss) income: | |||
Investment income | 1,239 | 1,344 | 462 |
Other loss | (1,824) | (59) | (275) |
Total other (loss) income | (585) | 1,285 | 187 |
(Loss) income from operations before equity in earnings of unconsolidated joint ventures | (2,016) | 1,721 | (7,331) |
Equity in earnings of unconsolidated joint ventures, net | 16,575 | 3,834 | 4,227 |
Income (loss) before income taxes | 14,559 | 5,555 | (3,104) |
Income tax expense (benefit) | 3,980 | 1,320 | (1,283) |
Net income (loss) | 10,579 | 4,235 | (1,821) |
Net loss attributable to non-controlling interest | (1) | (20) | (24) |
Net income (loss) attributable to common stockholders | $ 10,580 | $ 4,255 | $ (1,797) |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ 0.41 | $ 0.16 | $ (0.08) |
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ 0.40 | $ 0.16 | $ (0.08) |
Real estate - commercial/industrial | |||
Revenues: | |||
Total revenues | $ 16,792 | $ 8,970 | $ 9,001 |
Costs and expenses: | |||
Total expenses | 12,961 | 6,246 | 6,529 |
Other (loss) income: | |||
Equity in earnings of unconsolidated joint ventures, net | 16,575 | 3,834 | 4,227 |
Income (loss) before income taxes | 20,406 | 6,558 | 6,699 |
Real estate - resort/residential | |||
Costs and expenses: | |||
Total expenses | 2,247 | 1,530 | 1,955 |
Mineral resources | |||
Revenues: | |||
Total revenues | 9,791 | 14,395 | 5,983 |
Costs and expenses: | |||
Total expenses | 5,818 | 6,223 | 2,964 |
Other (loss) income: | |||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures | 3,973 | 8,172 | 3,019 |
Farming | |||
Revenues: | |||
Total revenues | 19,331 | 18,563 | 16,434 |
Costs and expenses: | |||
Total expenses | 15,251 | 16,028 | 16,201 |
Other (loss) income: | |||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures | 4,080 | 2,535 | 233 |
Ranch operations | |||
Revenues: | |||
Total revenues | 3,609 | 3,691 | 3,837 |
Costs and expenses: | |||
Total expenses | 5,316 | 5,451 | 5,411 |
Other (loss) income: | |||
(Loss) income from operations before equity in earnings of unconsolidated joint ventures | (1,707) | (1,760) | (1,574) |
Operating Segments | |||
Revenues: | |||
Total revenues | 49,523 | 45,619 | 35,255 |
Costs and expenses: | |||
Operating (loss) income | 7,930 | 10,141 | 2,195 |
Operating Segments | Real estate - commercial/industrial | |||
Revenues: | |||
Total revenues | 16,792 | 8,970 | 9,001 |
Costs and expenses: | |||
Total expenses | 6,529 | ||
Operating (loss) income | 3,831 | 2,724 | 2,472 |
Operating Segments | Real estate - resort/residential | |||
Costs and expenses: | |||
Operating (loss) income | (2,247) | (1,530) | (1,955) |
Operating Segments | Mineral resources | |||
Revenues: | |||
Total revenues | 9,791 | 14,395 | 5,983 |
Costs and expenses: | |||
Total expenses | 2,964 | ||
Operating (loss) income | 3,973 | 8,172 | 3,019 |
Operating Segments | Farming | |||
Revenues: | |||
Total revenues | 19,331 | 18,563 | 16,434 |
Costs and expenses: | |||
Total expenses | 16,201 | ||
Operating (loss) income | 4,080 | 2,535 | 233 |
Operating Segments | Ranch operations | |||
Revenues: | |||
Total revenues | 3,609 | 3,691 | 3,837 |
Costs and expenses: | |||
Operating (loss) income | (1,707) | (1,760) | (1,574) |
Corporate | |||
Costs and expenses: | |||
Total expenses | $ 9,361 | $ 9,705 | $ 9,713 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Comprehensive income attributable to common stockholders | |||
Net income (loss) | $ 10,579 | $ 4,235 | $ (1,821) |
Other comprehensive income: | |||
Unrealized gain (loss) on available-for-sale securities | 440 | (191) | (100) |
Benefit plan adjustments | 135 | (189) | 404 |
Unrealized interest rate swap gains | (2,809) | ||
Unrealized interest rate swap gains | 988 | 970 | |
Other comprehensive (loss) income before taxes | (2,658) | 565 | 1,602 |
Benefit (provision) for income taxes related to other comprehensive income items | 744 | (158) | (627) |
Other comprehensive (loss) income | (1,914) | 407 | 975 |
Comprehensive income (loss) | 8,665 | 4,642 | (846) |
Comprehensive loss attributable to non-controlling interests | (1) | (20) | (24) |
Comprehensive income (loss) attributable to common stockholders | 8,666 | 4,662 | (822) |
SERP | |||
Other comprehensive income: | |||
Benefit plan adjustments | $ (424) | $ (43) | $ 328 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Noncontrolling Interest |
Beginning Balance, value at Dec. 31, 2016 | $ 334,709 | $ 306,117 | $ 10,405 | $ 229,762 | $ (6,239) | $ 72,189 | $ 28,592 |
Beginning Balance (in shares) at Dec. 31, 2016 | 20,810,301 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (1,821) | (1,797) | (1,797) | (24) | |||
Other comprehensive income | 975 | 975 | 975 | ||||
Restricted stock issuance | (1) | (1) | $ 69 | (70) | |||
Restricted stock issuance (in shares) | 136,777 | ||||||
Stock compensation | 4,107 | 4,107 | 4,107 | ||||
Shares withheld for taxes and tax benefit of vested shares | (1,026) | (1,026) | $ (27) | (999) | |||
Shares withheld for taxes and tax benefit of vested shares (in shares) | (52,901) | ||||||
Rights offering, net | 89,867 | 89,867 | $ 2,500 | 87,367 | 0 | ||
Rights offering, net (in shares) | 5,000,596 | ||||||
Ending Balance, value at Dec. 31, 2017 | 426,810 | 398,242 | $ 12,947 | 320,167 | (5,264) | 70,392 | 28,568 |
Ending Balance (in shares) at Dec. 31, 2017 | 25,894,773 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 4,235 | 4,255 | 4,255 | (20) | |||
Other comprehensive income | 407 | 407 | 407 | ||||
Restricted stock issuance | 1 | 1 | $ 63 | (62) | |||
Restricted stock issuance (in shares) | 124,597 | ||||||
Stock compensation | 4,480 | 4,480 | 4,480 | ||||
Shares withheld for taxes and tax benefit of vested shares | (1,095) | (1,095) | $ (24) | (1,071) | |||
Shares withheld for taxes and tax benefit of vested shares (in shares) | (47,290) | ||||||
Rights offering, net | (166) | (166) | (166) | ||||
Centennial redemption of withdrawing member interest | 0 | 13,172 | 13,172 | (13,172) | |||
Ending Balance, value at Dec. 31, 2018 | 434,672 | 419,296 | $ 12,986 | 336,520 | (4,857) | 74,647 | 15,376 |
Ending Balance (in shares) at Dec. 31, 2018 | 25,972,080 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 10,579 | 10,580 | 10,580 | (1) | |||
Other comprehensive income | (1,914) | (1,914) | (1,914) | ||||
Restricted stock issuance | 0 | 0 | $ 110 | (110) | |||
Restricted stock issuance (in shares) | 221,267 | ||||||
Stock compensation | 3,958 | 3,958 | 3,958 | ||||
Shares withheld for taxes and tax benefit of vested shares | (1,671) | (1,671) | $ (48) | (1,623) | |||
Shares withheld for taxes and tax benefit of vested shares (in shares) | 96,550 | ||||||
Ending Balance, value at Dec. 31, 2019 | $ 445,624 | $ 430,249 | $ 13,048 | $ 338,745 | $ (6,771) | $ 85,227 | $ 15,375 |
Ending Balance (in shares) at Dec. 31, 2019 | 26,096,797 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Operating Activities | ||||
Net income (loss) | $ 10,579 | $ 4,235 | $ (1,821) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | 5,036 | 5,424 | 5,689 | |
Amortization of premium/discount of marketable securities | (94) | 101 | 298 | |
Equity in earnings of unconsolidated joint ventures, net | (16,575) | (3,834) | (4,227) | |
Non-cash retirement plan expense | 307 | 335 | 469 | |
Loss on sale of real estate/assets | 0 | 94 | 45 | |
Non-cash profits recognized from land contribution | (2,146) | 0 | 0 | |
Deferred income taxes | 1,259 | 175 | (94) | |
Stock compensation expense | 3,198 | 3,248 | 3,552 | |
Excess tax benefit of stock-based compensation | 57 | 18 | 107 | |
Abandonment expense | 1,604 | 0 | 0 | |
Distribution of earnings from unconsolidated joint ventures | 15,381 | 4,800 | 7,200 | |
Changes in operating assets and liabilities: | ||||
Receivables, inventories, prepaids and other assets, net | 154 | (2,888) | 522 | |
Current liabilities, net | (2,715) | 2,646 | (1,910) | |
Net cash provided by operating activities | 16,045 | 14,354 | 9,830 | |
Investing Activities | ||||
Maturities and sales of marketable securities | 53,418 | 35,219 | 8,126 | |
Purchases of marketable securities | (28,219) | (28,392) | (52,716) | |
Real estate and equipment expenditures | (25,222) | (22,580) | (21,709) | |
Reimbursement proceeds from Communities Facilities District | 4,180 | 3,588 | 0 | |
Investment in unconsolidated joint ventures | (3,100) | (52) | (310) | |
Distribution of equity from unconsolidated joint ventures | 3,457 | 2,815 | 3,114 | |
Investments in long-term water assets | (3,686) | (3,844) | (4,717) | |
Other | 0 | 0 | (2) | |
Net cash provided by/(used) in investing activities | 828 | (13,246) | (68,214) | |
Financing Activities | ||||
Borrowings of line of credit | 5,000 | 0 | 13,300 | |
Repayments of line of credit | (5,000) | 0 | (21,000) | |
Repayments of long-term debt | (4,004) | (4,046) | (3,908) | |
Net proceeds from rights offering | 0 | (166) | 89,867 | |
Taxes on vested stock grants | (1,671) | (1,095) | (1,026) | |
Net cash (used in)/provided by financing activities | (5,675) | (5,307) | 77,233 | |
Increase (decrease) in cash and cash equivalents | 11,198 | (4,199) | 18,849 | |
Cash and cash equivalents at beginning of year | 15,908 | 20,107 | 1,258 | |
Cash and cash equivalents at end of year | 27,106 | 15,908 | 20,107 | |
Non-cash investing activities | ||||
Accrued capital and water expenditures included in current liabilities | 785 | 2,390 | 814 | |
Contribution to unconsolidated joint venture | [1] | 8,658 | 0 | 1,339 |
Long term deferred profit on land contribution | [1] | $ 2,038 | $ 0 | $ 0 |
[1] | In April 2019, the Company contributed land with a fair value of $5.9 million to TRC-MRC 3, LLC, an unconsolidated joint venture formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building on the Company's property at TRCC-East. The total cost of the land, inclusive of transaction costs was $2.8 million. The Company recognized $1.5 million in profit and deferred $1.5 million after applying the five-step revenue recognition model in accordance with Accounting Standards Codification (ASC) Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures. In December 2019, the Company contributed a newly constructed commercial multi-tenant building and underlying land with an aggregate fair value of $2.8 million to TA/Petro, an unconsolidated joint venture. The total cost of the building construction and land was $2.0 million. The Company recognized $0.3 million in profit and deferred $0.5 million after applying the five-step revenue recognition model in accordance with Accounting Standards Codification (ASC) Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures. Historically, cash outflows related to land development expenditures were accounted for within investing activities. For consistency, the Company will continue to classify cash outflows and cash inflows related to land development as investing activities. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Apr. 01, 2019USD ($) | Dec. 31, 2019USD ($) | Apr. 30, 2019USD ($)ft² | Nov. 30, 2018ft² | Jun. 30, 2013ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Contribution to unconsolidated joint venture | [1] | $ 8,658,000 | $ 0 | $ 1,339,000 | |||||
Investments in unconsolidated joint ventures | $ 38,240,000 | 38,240,000 | $ 28,602,000 | ||||||
TRC-MRC 3, LLC | |||||||||
Number of acres for development | ft² | 579,040 | 579,040 | |||||||
Transaction costs | $ 2,800,000 | ||||||||
Gross profit | $ 1,537,000 | 1,500,000 | |||||||
Deferred gain on sale | 1,537,000 | 1,500,000 | |||||||
TRC-MRC 3, LLC | Land | |||||||||
Contribution to unconsolidated joint venture | $ 5,854,000 | $ 5,900,000 | |||||||
TRCC-East | |||||||||
Contribution to unconsolidated joint venture | 2,805,000 | ||||||||
Number of acres for development | ft² | 326,000 | ||||||||
Gross profit | 334,000 | ||||||||
Deferred gain on sale | 501,000 | ||||||||
Investments in unconsolidated joint ventures | $ 2,000,000 | $ 2,000,000 | |||||||
[1] | In April 2019, the Company contributed land with a fair value of $5.9 million to TRC-MRC 3, LLC, an unconsolidated joint venture formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building on the Company's property at TRCC-East. The total cost of the land, inclusive of transaction costs was $2.8 million. The Company recognized $1.5 million in profit and deferred $1.5 million after applying the five-step revenue recognition model in accordance with Accounting Standards Codification (ASC) Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures. In December 2019, the Company contributed a newly constructed commercial multi-tenant building and underlying land with an aggregate fair value of $2.8 million to TA/Petro, an unconsolidated joint venture. The total cost of the building construction and land was $2.0 million. The Company recognized $0.3 million in profit and deferred $0.5 million after applying the five-step revenue recognition model in accordance with Accounting Standards Codification (ASC) Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures. Historically, cash outflows related to land development expenditures were accounted for within investing activities. For consistency, the Company will continue to classify cash outflows and cash inflows related to land development as investing activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Tejon Ranch Co. (the Company, Tejon, we, us and our) is a diversified real estate development and agribusiness company committed to responsibly using our land and resources to meet the housing, employment, and lifestyle needs of Californians. Current operations consist of land planning and entitlement, land development, commercial land sales and leasing, leasing of land for mineral royalties, water asset management and sales, grazing leases, and farming. These activities are performed through our five reporting segments: • Real Estate - Commercial/Industrial • Real Estate - Resort/Residential • Mineral Resources • Farming • Ranch Operations Our prime asset is approximately 270,000 acres of contiguous, largely undeveloped land that, at its most southerly border, is 60 miles north of downtown Los Angeles and, at its most northerly border, is 15 miles east of Bakersfield. We create value by securing entitlements for our land, facilitating infrastructure development, strategic land planning, monetization of land through development and sales, and conservation, in order to maximize the highest and best use for our land. We are involved in eight joint ventures that own, develop, and operate real estate properties. We enter into joint ventures as a means to facilitate the development of portions of our land. We are also actively engaged in land planning, land entitlement, and conservation projects. Any references to the number of acres, number of buildings, square footage, number of leases, occupancy, and any amounts derived from these values in the notes to the consolidated financial statements are unaudited. Principles of Consolidation The consolidated financial statements include the accounts of the Company, and the accounts of all subsidiaries and investments in which a controlling interest is held by the Company. All intercompany transactions have been eliminated in consolidation. We have evaluated subsequent events through the date of issuance of our consolidated financial statements. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The carrying amount for cash equivalents approximates fair value. Marketable Securities The Company considers those investments not qualifying as cash equivalents, but which are readily marketable, to be marketable securities. The Company's investment portfolio is comprised of fixed income debt securities, which are classified as current assets on the consolidated balance sheets. The Company classifies all marketable securities as available-for-sale. These are stated at fair value with the unrealized gains (losses), net of tax, reported as a component of accumulated other comprehensive income (loss) in the consolidated statements of equity. Investments in Unconsolidated Joint Ventures For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors, including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. These ventures are recorded at cost and adjusted for equity in earnings (losses), contributions and distributions. Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold. In circumstances when we contribute land to a joint venture, we record our investment in the venture at fair value when the real estate is derecognized, regardless of whether the other investors in the venture contribute cash, property, or services. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage. The Company evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value. Fair Values of Financial Instruments The Company follows the Financial Accounting Standards Board's authoritative guidance for fair value measurements of certain financial instruments. The guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the exchange (exit) price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance establishes a three-level hierarchy for fair value measurements based upon the inputs to the valuation of an asset or liability. Observable inputs are those which can be easily seen by market participants, while unobservable inputs are generally developed internally, utilizing management’s estimates and assumptions: • Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities. • Level 2 – Valuation is determined from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market. • Level 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability. When available, we use quoted market prices in active markets to determine fair value. We consider the principal market and nonperformance risk associated with our counterparties when determining the fair value measurement. Fair value measurements are used on a recurring basis for marketable securities, investments within the pension plan and hedging instruments, if any. Interest Rate Swap Agreements In October 2014, we entered into an interest rate swap agreement with Wells Fargo. In June, 2019, we amended the interest rate swap agreement to continue to hedge the Company's exposure to interest rate risk from the Term Note, and the subsequent Amended Term Note. See Note 8 (Line of Credit and Long-Term Debt) and Note 10 (Interest Rate Swap) of the Notes to Consolidated Financial Statements for further detail regarding this interest rate swap related to the Company's Credit Facility. We believe it is prudent at times to limit the variability of floating-rate interest payments and in the past have entered into interest rate swaps to manage those fluctuations. We recognize interest rate swap agreements as either an asset or liability on the balance sheet at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based on the hedged exposure, as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation. Our interest rate swap agreement is considered a cash flow hedge because it was designed to match the terms of the Term Loan, and the subsequent Amended Term Loan, as a hedge of the exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the earnings effect of the hedged transactions in a cash flow hedge. This interest rate swap agreement will be evaluated based on whether it is deemed highly effective in reducing our exposure to variable interest rates. We formally document all relationships between interest rate swap agreements and hedged items, including the method for evaluating effectiveness and the risk strategy. We make an assessment at the inception of each interest rate swap agreement and on a quarterly basis to determine whether these instruments are highly effective in offsetting changes in cash flows associated with the hedged items. If swaps qualify as highly effective, the changes in the fair values of the derivatives used as hedges would be reflected in accumulated other comprehensive income, or AOCI. Amounts classified in AOCI will be reclassified into earnings in the period during which the hedged transactions affect earnings. If swaps do not qualify as highly effective, the changes in fair values of derivatives used as hedges would be reflected in earnings. The fair value of each interest rate swap agreement is determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities (also referred to as “significant other observable inputs”). The fair values of our interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements. Variable Interest Entity We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. A primary beneficiary is defined as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could potentially be significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE. To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE. To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us. As of December 31, 2019 and 2018 , we had two VIEs. One was consolidated in our financial statements while the other was not. See Note 17 (Investment in Unconsolidated and Consolidated Joint Ventures) to the Notes to Consolidated Financial Statements for further discussion. Credit Risk The Company grants credit in the course of operations to co-ops, wineries, nut marketing companies, and lessees of the Company’s facilities. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Our commercial revenues are derived primarily from lease rental payments and operating expense reimbursements. If our client tenants fail to make rental payments under their lease, our financial condition, and cash flows could be adversely affected. We record an allowance for doubtful accounts based on our judgment of a tenant’s creditworthiness, ability to pay and probability of collection. Accounts are written off when they are deemed to be no longer collectible. During both years ended December 31, 2019 and 2018 , the Pastoria Energy Facility, L.L.C., or PEF power plant lease generated approximately 9% of our total revenues. We had no other customers account for 5% or more of our revenues from operations in 2018. The Company maintains its cash and cash equivalents in federally insured financial institutions. The account balances at these institutions periodically exceed FDIC insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant. Farm Inventories Costs of bringing crops to harvest are inventoried when incurred. Such costs are expensed when the crops are sold. Expenses are computed and recognized on an average cost per pound or per ton basis, as appropriate. Costs incurred during the current year related to the next year’s crop are inventoried and carried in inventory until the matching crop is harvested and sold. Farm inventories held for sale are valued at the lower of cost (first-in, first-out method) or market. Property and Equipment Property and equipment are stated on the basis of cost, except for land acquired upon organization in 1936, which is stated on the basis carried by the Company’s predecessor. Depreciation is computed using the straight-line method over the estimated useful lives of the various assets. Our property and equipment and their respective estimated useful lives are as follow: ($ in thousands) Useful Life December 31, 2019 December 31, 2018 Vineyards and orchards 20 $ 52,853 $ 53,271 Machinery, furniture fixtures and other equipment 3 - 10 17,688 21,673 Buildings and improvements 10 - 27.5 8,819 8,893 Land and land improvements 15 7,731 7,848 Development in process 6,908 7,001 $ 93,999 $ 98,686 Less: accumulated depreciation (48,927 ) (52,600 ) $ 45,072 $ 46,086 Long-Term Water Assets Long-term purchased water contracts are in place with the Tulare Lake Basin Water Storage District and the Dudley-Ridge Water Storage District. These contracts provide the Company with the right to receive water over the term of the contracts that expire in 2035. The Company also purchased a contract that allows and requires it to purchase 6,693 acre-feet of water each year from the Nickel Family LLC. The initial term of this contract runs through 2044. The purchase price of these contracts is being amortized under the straight-line basis over their contractual lives. Water contracts with the Wheeler Ridge Maricopa Water Storage District and the Tejon-Castac Water District are also in place, but were entered into with each district at inception and not purchased later from third parties, and therefore do not have a related financial value on the books of the Company. As a result, there is no amortization expense related to these contracts. Vineyards and Orchards Costs of planting and developing vineyards and orchards are capitalized until the crops become commercially productive. Interest costs and depreciation of irrigation systems and trellis installations during the development stage are also capitalized. Revenues from crops earned during the development stage are netted against development costs. Depreciation commences when the crops become commercially productive. During the fourth quarter of 2019, the Company abandoned 313 acres of vineyards. As a result, the Company wrote off the $1,555,000 net book value related to these vineyards and other farming related assets which were previously included in the Property and equipment, net, line item within the Consolidated Balance Sheet. The $1,555,000 charge was recorded within the Other Income (Loss) line item within the Consolidated Statement of Operations. At the time farm crops are harvested, contracted, and delivered to buyers and revenues can be estimated, revenues are recognized and any related inventoried costs are expensed, which traditionally occurs during the third and fourth quarters of each year. It is not unusual for portions of our almond or pistachio crop to be sold in the year following the harvest. Orchard (almond and pistachio) revenues are based upon the contract settlement price or estimated selling price, whereas vineyard revenues are typically recognized at the contracted selling price. Estimated prices for orchard crops are based upon the quoted estimate of what the final market price will be by marketers and handlers of the orchard crops. These market price estimates are updated through the crop payment cycle as new information is received as to the final settlement price for the crop sold. These estimates are adjusted to actual upon receipt of final payment for the crop. This method of recognizing revenues on the sale of orchard crops is a standard practice within the agribusiness community. Adjustments for differences between estimates and actual revenues received are recorded during the period in which such amounts become known. The net effect of these adjustments increased farming revenue by $3,746,000 in 2019 , $111,000 in 2018 , and $1,804,000 in 2017 . The adjustment for 2019 includes a $3,807,000 increase for pistachio revenues and a $61,000 decrease for almonds. The adjustment for 2018 is entirely related to pistachios. The adjustment for 2017 includes $352,000 for almonds and $1,452,000 for pistachios. The Almond Board of California has the authority to require producers of almonds to withhold a portion of their annual production from the marketplace through a marketing order approved by the Secretary of Agriculture. At December 31, 2019 , 2018 , and 2017 , no such withholding was mandated. Common Stock Options and Grants The Company accounts for stock incentive plans using the fair value method of accounting. The estimated fair value of the restricted stock grants and restricted stock units are expensed over the expected vesting period. For performance-based grants the Company makes estimates of the number of shares that will actually be granted based upon estimated ranges of success in meeting defined performance measures. Periodically, the Company updates its estimates and reflects any changes to the estimate in the consolidated statements of operations. Long-Lived Assets On a quarterly basis, we review current activities and changes in the business conditions of all of our operating properties prior to and subsequent to the end of each quarter to determine the existence of any triggering events requiring an impairment analysis. If triggering events are identified, we review an estimate of the future undiscounted cash flows for the properties, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Long-lived assets to be held and used, including our rental properties, CIP, real estate held for development and intangibles, are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable. The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment indicators or triggering events for long-lived assets to be held and used, including our rental properties, CIP, real estate held for development, and intangibles, are assessed by project and include significant fluctuations in estimated net operating income, occupancy changes, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, available market information, current and historical operating results, known trends, current market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that an impairment has occurred, a write-down is recognized to reduce the carrying amount to its estimated fair value. In addition, the Company accounts for long-lived assets to be disposed of at the lower of their carrying amounts or fair value less selling and disposal costs. As of December 31, 2019 , management of the Company believes that none of its long-lived assets were impaired. Revenue Recognition The Company’s revenue is primarily derived from lease revenue from our rental portfolio, royalty revenue from mineral leases, sales of farm crops, sales of water, and land sales. On January 1, 2018, the Company implemented ASU 2014-09 “Revenue with Contracts from Customers (Topic 606)" (ASC 606). ASU 2014-09 supersedes all previous revenue recognition guidance, including industry-specific guidance. The Company recognizes revenue by following the five-step model under ASC 606 to achieve the core principle that an entity recognizes 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. Sales of Real Estate Upon adoption of ASC 606, the Company is 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. Sales of Easements From time to time the Company sells easements over its land, and the easements are either in the form of rights of access granted for such things as utility corridors or are in the form of conservation easements that generally require the Company to divest its rights to commercially develop a portion of its land, but do not result in a change in ownership of the land or restrict the Company from continuing other revenue generating activities on the land. The Company recognizes easement sales revenue by following the five-step model under ASC 606. Allocation of Costs Related to Land Sales and Leases When the Company sells land within one of its real estate developments and has not completed all infrastructure development related to the total project, the Company estimates, at the time of sale, future costs of the development to determine the appropriate costs of sales for the sold land and the timing of recognition of the sale. In the calculation of cost of sales or allocations to leased land, the Company uses estimates and forecasts to determine total costs at completion of the development project. These estimates of final development costs can change as conditions in the market change and costs of construction change. Royalty Income Royalty revenues are contractually defined as to the percentage of royalty and are tied to production and market prices. The Company’s royalty arrangements generally require payment on a monthly basis with the payment based on the previous month’s activity. The Company accrues monthly royalty revenues based upon estimates and adjusts to actual as the Company receives payments. The accounting of royalty income remains largely unchanged upon implementation of ASC 606. Rental Income Rental income from leases is recognized on a straight-line basis over the respective lease terms. We classify amounts currently recognized as income, and amounts expected to be received in later years, as deferred rent in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Amounts received currently, but recognized as income in future years, are classified in trade accounts payable, accrued liabilities and other, and deferred income in the accompanying consolidated balance sheets. We commence recognition of rental income at the date the property is ready for its intended use, and the client tenant takes possession of or controls the physical use of the property. During the term of each lease, we monitor the credit quality of our tenants by (i) reviewing the credit rating of tenants that are rated by a nationally recognized credit rating agency, (ii) reviewing financial statements of the tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (iii) monitoring news reports regarding our tenants and their respective businesses, and (iv) monitoring the timeliness of lease payments. We have employees who are assigned the responsibility for assessing and monitoring the credit quality of our tenants and any material changes in credit quality. Environmental Expenditures Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the completion of a feasibility study or the Company’s commitment to a formal plan of action. No liabilities for environmental costs have been recorded at December 31, 2019 and 2018 . Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statement dates and the reported amounts of revenue and expenses during the reporting period. Due to uncertainties inherent in the estimation process, it is reasonably possible that actual results could differ from these estimates. Recent Accounting Pronouncements Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-13, "Financial Instruments — Credit Losses (Topic 326)," changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. The ASU will be applied as a cumulative adjustment to retained earnings as of the effective date. In November 2019, the FASB issued ASU No. 2019-10, changing effective dates for the new standards to give implementation relief to certain types of entities. The Company is required to adopt the new standards no later than January 1, 2023 according to ASU 2019-10, with early application allowed. The Company adopted the new standards on January 1, 2020, and the adoption did not have any material impact on the Company's consolidated financial statements. The Company's accounts receivable balance is primarily composed of crop receivables. Based on the short-term nature of these contracts, historical experience with current customers and periodic credit evaluations of the customers' financial conditions, the Company believes its credit risk is minimal. With regards to marketable securities, the Company limits its investment to securities with investment grade ratings from Moody's or Standard and Poor's. As the Company doesn't have current intent to sell securities and it's more likely than not that the Company won't be required to sell securities before recovery of their amortized cost basis, the adoption of new standards did not have any material impact on its accounting of marketable securities. Fair Value of Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU removes certain disclosure requirements related to the fair value hierarchy, such as disclosure of amounts and reasons for transfers between Level 1 and Level 2, and adds new disclosure requirements, such as disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurement. For the Company, the new standard is effective on January 1, 2020. The Company does not expect this ASU to have any material impact on its consolidated financial statements, as the Company does not have financial instruments classified as Level 3. Retirement Benefits In August 2018, the FASB issued ASU No. 2018-14, "Changes to the Disclosure Requirements for Defined Benefit Plans." This ASU removes certain disclosure requirements, including the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. This ASU also requires additional disclosures for the weighted average interest crediting rates for cash balance plans and explanations for significant gains and losses related to changes in the benefit plan obligation. This ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect this ASU to have any material impact on its consolidated financial statements and related disclosures. New Accounting Pronouncements Adopted in 2019 Lease Accounting In February 2016, the FASB issued 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 an |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Earnings Per Share (EPS) Basic net income (loss) 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 (loss) 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 issuance of common stock upon exercise of stock options, warrants to purchase common stock, and the vesting of restricted stock grants per ASC 260, “Earnings Per Share.” Twelve Months Ended December 31, 2019 2018 2017 Weighted average number of shares outstanding: Common stock 26,031,391 25,948,189 21,677,981 Common stock equivalents: stock options, grants 117,724 27,715 40,409 Diluted shares outstanding 26,149,115 25,975,904 21,718,390 Rights Offering On October 4, 2017, the Company commenced a rights offering to common shareholders the proceeds of which have been used to provide additional working capital for general corporate purposes, including to fund general infrastructure costs and the development of buildings at Tejon Ranch Commerce Center, or TRCC, to continue forward with entitlement and permitting programs for the Centennial and Grapevine communities and costs related to the preparation of the development of MV. The rights offering concluded on October 27, 2017, with the Company raising $89,701,000 , net of offering costs, from the sale of 5,000,596 shares at $18.00 per share. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES ASC 320 “Investments – Debt and Equity Securities” requires that an enterprise classify all debt securities as either held-to-maturity, trading or available-for-sale. The Company has elected to classify its securities as available-for-sale and therefore is required to adjust securities to fair value at each reporting date. All costs and both realized and unrealized gains and losses on securities are determined on a specific identification basis. The following is a summary of available-for-sale securities at December 31: ($ in thousands) 2019 2018 Marketable Securities: Fair Value Hierarchy Cost Estimated Fair Value Cost Estimated Fair Value Certificates of deposit with unrecognized losses for less than 12 months $ 251 $ 250 $ 250 $ 248 with unrecognized losses for more than 12 months — — 3,861 3,812 with unrecognized gains 1,799 1,806 — — Total Certificates of deposit Level 1 2,050 2,056 4,111 4,060 U.S. Treasury and agency notes with unrecognized losses for less than 12 months 6,485 6,479 3,112 3,105 with unrecognized losses for more than 12 months — — 23,564 23,415 with unrecognized gains 14,413 14,434 3 4 Total U.S. Treasury and agency notes Level 2 20,898 20,913 26,679 26,524 Corporate notes with unrecognized losses for less than 12 months 1,004 1,002 13,696 13,665 with unrecognized losses for more than 12 months — — 12,542 12,431 with unrecognized gains 13,082 13,106 — — Total Corporate notes Level 2 14,086 14,108 26,238 26,096 Municipal notes with unrecognized losses for less than 12 months — — 2,994 2,982 with unrecognized losses for more than 12 months — — 4,116 4,087 with unrecognized gains 1,999 2,007 — — Total Municipal notes Level 2 1,999 2,007 7,110 7,069 $ 39,033 $ 39,084 $ 64,138 $ 63,749 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 current intention not to sell the security, and our assessment as to whether it is 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 December 31, 2019 , the fair market value of investment securities was $51,000 above the cost basis of securities. The Company’s gross unrealized holding gains equal $60,000 and gross unrealized holding losses equal $9,000 . The Company has determined that any unrealized losses in the portfolio are temporary as of December 31, 2019 . As of December 31, 2019 , the adjustment to accumulated other comprehensive loss in consolidated equity for the temporary change in the value of securities reflects an increase in the market value of available-for-sale securities of $440,000 , which includes estimated taxes of $123,000 . The following tables summarize the maturities, at par, of marketable securities by year ($ in thousands): December 31, 2019 2020 2021 2022 Total Certificates of deposit $ 2,049 $ — $ — $ 2,049 U.S. Treasury and agency notes 20,393 502 — 20,895 Corporate notes 13,685 400 — 14,085 Municipal notes 2,000 — — 2,000 $ 38,127 $ 902 $ — $ 39,029 December 31, 2018 2019 2020 2021 Total Certificates of deposit $ 2,311 $ 1,799 $ — $ 4,110 U.S. Treasury and agency notes 17,574 9,174 — 26,748 Corporate notes 18,671 7,150 400 26,221 Municipal notes 5,111 2,000 — 7,111 $ 43,667 $ 20,123 $ 400 $ 64,190 The Company’s investments in corporate notes are with companies that have an investment grade rating from Standard & Poor’s. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consisted of the following at December 31: ($ in thousands) 2019 2018 Farming inventories $ 2,444 $ 2,269 Other 348 349 $ 2,792 $ 2,618 Farming inventories consist of costs incurred during the current year related to the next year’s crop, as well as any current year’s unsold product and farming chemicals. |
Real Estate
Real Estate | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE Real estate consisted of the following as of December 31: ($ in thousands) 2019 2018 Real estate development Mountain Village $ 142,567 $ 137,571 Centennial 104,491 100,311 Grapevine 34,813 31,175 Tejon Ranch Commerce Center 15,710 14,328 Real estate development 297,581 283,385 Real estate and improvements - held for lease, net Tejon Ranch Commerce Center 21,435 21,327 Real estate and improvements - held for lease, net 21,435 21,327 Less accumulated depreciation (2,761 ) (2,374 ) Real estate and improvements - held for lease, net $ 18,674 $ 18,953 |
Long-Term Water Assets
Long-Term Water Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Long-Term Water Assets | LONG-TERM WATER ASSETS Long-term water 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 and by TCWD in Kern Water Banks. 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 water, all of which 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 2019 is $769 per acre-foot. The purchase cost is subject to annual cost increases based on the greater of the consumer price index or 3% . The water purchased above will ultimately be used in the development of the Company’s land for commercial/industrial real estate development, resort/residential real estate development, and farming. Interim uses may include the sale of portions of this water to third party users on an annual basis until this water is fully allocated to Company uses, as just described. Water revenues and cost of sales were as follows as of December 31: ($ in thousands) 2019 2018 2017 Acre-Feet Sold 4,482 9,442 939 Revenues $ 3,997 $ 9,142 $ 1,254 Cost of sales 3,194 3,864 765 Profit $ 803 $ 5,278 $ 489 Costs assigned to water assets held for future use were as follows ($ in thousands): December 31, 2019 December 31, 2018 Banked water and water for future delivery $ 25,265 $ 24,597 Transferable water 3,054 36 Total water held for future use at cost $ 28,319 $ 24,633 Intangible Water Assets The Company's carrying amounts of its purchased water contracts were as follows ($ in thousands): December 31, 2019 December 31, 2018 Costs Accumulated Depreciation Costs Accumulated Depreciation Dudley-Ridge water rights $ 11,581 $ (4,342 ) $ 11,581 $ (3,860 ) Nickel water rights 18,740 (3,962 ) 18,740 (3,320 ) Tulare Lake Basin water rights 6,479 (2,660 ) 6,479 (2,421 ) $ 36,800 $ (10,964 ) $ 36,800 $ (9,601 ) Net cost of purchased water contracts 25,836 27,199 Total cost water held for future use 28,319 24,633 Net investments in water assets $ 54,155 $ 51,832 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 both recurring and one-time usage are: (in acre feet, unaudited) December 31, 2019 December 31, 2018 Water held for future use Company water bank 50,349 48,826 Transferable water * 3,252 500 Total water held for future use 53,601 49,326 Purchased water contracts Water Contracts (Dudley-Ridge, Nickel and Tulare) 10,137 10,137 WRMWSD - Contracts with Company 15,547 15,547 TCWD - Contracts with Company 5,749 5,749 TCWD - Banked water contracted to Company 60,555 52,547 Total purchased water contracts 91,988 83,980 Total water held for future use and purchased water contracts 145,589 133,306 Tejon Ranchcorp, or Ranchcorp, a wholly-owned subsidiary of Tejon Ranch Co., entered into a Water Supply Agreement with 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 2019 is $1,120 per acre-foot of annual water, subject to 3% annual increases over the life of the contract. The Water Supply Agreement contains other customary terms and conditions, including representations and warranties, which are typical for agreements of this type. The Company's commitments to sell water can be met through current water assets. |
Accrued Liabilities and Other
Accrued Liabilities and Other | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other | ACCRUED LIABILITIES AND OTHER Accrued liabilities and other consisted of the following as of December 31: ($ in thousands) 2019 2018 Accrued vacation $ 799 $ 761 Accrued paid personal leave 419 416 Accrued bonus 1,700 2,071 Other 545 327 $ 3,463 $ 3,575 |
Line of Credit and Long-term De
Line of Credit and Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Line of Credit and Long-term Debt | LINE OF CREDIT AND LONG-TERM DEBT Debt consisted of the following as of December 31: ($ in thousands) 2019 2018 Notes payable $ 61,897 $ 65,901 Other borrowings — 14 Total short-term and long-term debt 61,897 65,915 Less line-of-credit and current maturities of long-term debt (4,182 ) (4,018 ) Less deferred loan costs (239 ) (117 ) Long-term debt, less current portion $ 57,476 $ 61,780 In August 2019, the Company amended the Term Note (Amended Term Note) and extended its maturity to June 5, 2029. The Amended Term Loan had an outstanding balance of $58,768,000 as of December 31, 2019 , whereas the Term Note had an outstanding balance of $62,483,000 as of December 31, 2018. The interest rate per annum applicable to the Amended Term Note is LIBOR (as defined in the Term Note) plus a margin of 170 basis points. The interest rate for the Amended Term Note has been fixed at 4.16% through the use of an interest rate swap agreement. The Amended Term Note requires monthly amortization payments, with the outstanding principal amount due on June 5, 2029. The Amended Term Note is secured by the Company's farmland and farm assets, which include equipment, crops and crop receivables; the PEF power plant lease and lease site; and related accounts and other rights to payment and inventory. In August 2019, the Company increased the capacity of the Revolving Line of Credit, or RLC, to $35,000,000 from $30,000,000 and extended the maturity to October 5, 2024. The RLC had no outstanding balance as of December 31, 2019 and December 31, 2018 . At the Company’s option, the interest rate on this line of credit can float at 1.50% over a selected LIBOR rate or can be fixed at 1.50% above LIBOR for a fixed rate term. During the term of this RLC, the Company can borrow at any time and partially or wholly repay any outstanding borrowings and then re-borrow, as necessary. 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, which are typical of this type of borrowing arrangement. The Amended Note and RLC, collectively the Amended Credit Facility, requires compliance with three financial covenants: (i) total liabilities divided by tangible net worth not greater than 0.75 to 1.0 at each quarter end; (ii) 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 (iii) maintain liquid assets equal to or greater than $20,000,000 , including availability on RLC. At December 31, 2019 and December 31, 2018, the Company was in compliance with all financial covenants. The Amended 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 Amended Credit Facility contains customary events of default, including: failure to make required payments; failure to comply with terms of the Amended Credit Facility; bankruptcy and insolvency; and a change in control without consent of the bank (which consent will not be unreasonably withheld). The Amended Credit Facility contains other customary terms and conditions, including representations and warranties, which are typical for credit facilities of this type. In 2013, Tejon entered into a promissory note agreement, secured by real estate, 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 $36,000 that will end 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 outstanding balance on the note was $3,129,000 as of December 31, 2019 . The balance of this long-term debt instrument included in "Notes payable" above approximates the fair value of the instrument. The following table summarizes our outstanding indebtedness and respective principal maturities as of December 31, ($ in thousands) 2020 2021 2022 2023 2024 Thereafter Total Term Loan $ 3,881 $ 4,051 $ 4,221 $ 4,429 $ 4,624 $ 37,562 $ 58,768 Promissory note 302 315 328 343 357 1,484 3,129 Total long-term debt $ 4,183 $ 4,366 $ 4,549 $ 4,772 $ 4,981 $ 39,046 $ 61,897 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | OTHER LIABILITIES Other liabilities consist of the following as of December 31: ($ in thousands) 2019 2018 Pension liability (See Note 15) $ 1,790 $ 2,148 Interest rate swap liability (See Note 10) 1 2,716 — Supplemental executive retirement plan liability (See Note 15) 8,011 7,750 Other 2,938 2,800 $ 15,455 $ 12,698 1 The Company's interest rate swap had a liability balance as of December 31, 2019 as presented above. The Company's interest rate swap had an asset balance of $93,000 as of December 31, 2018 and was presented under the caption Other Assets on the Consolidated Balance Sheets. For the captions presented in the table above, please refer to the respective Notes to Consolidated Financial Statements for further detail. |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | INTEREST RATE SWAP In October 2014 , the Company entered into an interest rate swap agreement to hedge cash flows tied to changes in the underlying floating interest rate tied to LIBOR for the Term Loan as discussed in Note 8 (Line of Credit and Long-Term Debt) of the Notes to Consolidated Financial Statements. On June 21, 2019, the Company amended the interest rate swap agreement to continue to hedge a portion of its exposure to interest rate risk from the Term Note, and, subsequently, the Amended Term Note. The original hedging relationship was de-designated, and the amended interest rate swap was re-designated simultaneously. The amended interest rate swap qualified as an effective cash flow hedge at the initial assessment based upon a regression analysis and is recorded at fair value. During the quarter ended December 31, 2019 , the interest rate swap agreement was deemed highly effective. Changes in fair value, including accrued interest and adjustments for non-performance risk, that qualify as cash flow hedges are classified in AOCI. Amounts classified in AOCI are subsequently reclassified into earnings in the period during which the hedged transactions affect earnings. As of December 31, 2019 , the fair value of the interest rate swap agreement was less than its cost basis and as such is recorded within Other Liabilities on the Consolidated Balance Sheets. The Company had the following outstanding interest rate swap agreement designated as an interest rate cash flow hedge as of ($ in thousands): December 31, 2019 Effective Date Maturity Date Fair Value Hierarchy Weighted Average Interest Pay Rate Fair Value Notional Amount July 5, 2019 June 5, 2029 Level 2 4.16% $(2,716) $58,768 December 31, 2018 Effective Date Maturity Date Fair Value Hierarchy Weighted Average Interest Pay Rate Fair Value Notional Amount October 15, 2014 October 5, 2024 Level 2 4.11% $93 $62,483 |
Stock Compensation - Restricted
Stock Compensation - Restricted Stock and Performance Share Grants | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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, or Performance Condition Grants; and performance share grants that include threshold, target, and maximum achievement levels based on the achievement of specific performance milestones, or Performance Milestone Grants. 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 as of the year ended December 31, 2019 : Performance Share Grants with Performance Conditions Below threshold performance — Threshold performance 185,440 Target performance 370,862 Maximum performance 556,302 The following is a summary of the Company’s stock grant activity, both time and performance unit grants, assuming target achievement for outstanding performance grants for the following twelve-month periods ended: December 31, 2019 December 31, 2018 December 31, 2017 Stock Grants Outstanding Beginning of the Year at Target Achievement 538,599 536,860 386,171 New Stock Grants/Additional shares due to achievement in excess of target 160,471 97,529 295,243 Vested Grants (188,032 ) (93,948 ) (99,769 ) Expired/Forfeited Grants (101,665 ) (1,842 ) (44,785 ) Stock Grants Outstanding at Target Achievement 409,373 538,599 536,860 The unamortized cost associated with nonvested stock grants and the weighted-average period over which it is expected to be recognized as of December 31, 2019 was $3,054,000 and 18 months , respectively. The fair value of restricted stock with time-based vesting features is based upon the Company’s share price on the date of grant and is expensed over the service period. Fair value of performance grants that cliff vest based on the achievement of performance conditions is based on the share price of the Company’s stock on the day of grant once the Company determines that it is probable that the award will vest. This fair value is expensed over the service period applicable to these grants. For performance grants that contain a range of shares from zero to maximum we determine, based on historic and projected results, the probability of (1) achieving the performance objective, and (2) the level of achievement. Based on this information, we determine the fair value of the award and measure the expense over the service period related to these grants. Because the ultimate vesting of all performance grants is tied to the achievement of a performance condition, we estimate whether the performance condition will be met and over what period of time. Ultimately, we adjust compensation cost according to the actual outcome of the performance condition. Under the Non-Employee Director Stock Incentive Plan, or NDSI Plan, each non-employee director, during the years presented, received his or her annual compensation in stock. The following table summarizes stock compensation costs for the Company's 1998 Stock Incentive Plan, or the Employee 1998 Plan, and NDSI Plan for the following periods: Employee 1998 Plan ($ in thousands): December 31, 2019 December 31, 2018 December 31, 2017 Expensed $ 2,667 $ 2,564 $ 2,889 Capitalized 760 1,232 555 3,427 3,796 3,444 NDSI Plan 531 684 663 $ 3,958 $ 4,480 $ 4,107 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company accounts for income taxes using ASC 740, “Income Taxes” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized differently in the financial statements and the tax returns. The provision for income taxes consists of the following at December 31: ($ in thousands) 2019 2018 2017 Total (benefit) provision: $ 3,980 $ 1,320 $ (1,283 ) Federal: Current 1,798 862 (1,266 ) Deferred 866 64 255 2,664 926 (1,011 ) State: Current 812 353 (120 ) Deferred 504 41 (152 ) 1,316 394 (272 ) $ 3,980 $ 1,320 $ (1,283 ) The provision for income taxes for fiscal year 2017 included a $54,000 estimated tax expense as a result of the revaluation of federal net deferred tax assets from 34% to 21% due to the impact of the enactment of U.S. Tax Reform. During 2018, the Company completed its analysis of the impacts of the U.S. Tax Reform and no additional expense was warranted. Other provisions of the U.S. Tax Reform did not have a material effect on our effective tax rate for 2018. A reconciliation of the provision for income taxes, with the amount computed by applying the statutory Federal income tax rate of 21% in 2019 and 2018 and 34% for 2017 is as follows for the years ended December 31: ($ in thousands) 2019 2018 2017 Income tax at statutory rate $ 3,058 $ 1,171 $ (1,046 ) State income taxes, net of Federal benefit 948 317 (185 ) Oil and mineral depletion (131 ) (134 ) (180 ) Permanent differences 26 19 25 Excess stock compensation expense (57 ) (20 ) 107 U.S. Tax Reform adjustment — — 54 Other 136 (33 ) (58 ) Provision (benefit) for income taxes $ 3,980 $ 1,320 $ (1,283 ) Effective tax rate 27.3 % 23.8 % 41.3 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows at December 31: ($ in thousands) 2019 2018 Deferred income tax assets: Accrued expenses $ 349 $ 318 Deferred revenues 370 697 Capitalization of costs 1,843 1,937 Pension adjustment 2,883 2,937 Stock grant expense 2,500 2,674 State deferred taxes 116 25 Book deferred gains 1,176 941 Joint venture allocations 533 1,091 Provision for additional capitalized costs 699 699 Interest rate swap 810 — Other 39 155 Total deferred income tax assets $ 11,318 $ 11,474 Deferred income tax liabilities: Deferred gains $ 490 $ 32 Depreciation 2,892 3,100 Cost of sales allocations 872 872 Joint venture allocations 5,070 4,914 Straight line rent 590 611 Prepaid expenses 333 298 State deferred taxes 208 256 Interest rate swap — 28 Other 150 134 Total deferred income tax liabilities $ 10,605 $ 10,245 Net deferred income tax asset $ 713 $ 1,229 Allowance for deferred tax assets — — Net deferred taxes $ 713 $ 1,229 Due to the nature of our deferred tax assets, the Company believes they will be used through operations in future years and a valuation allowance is not necessary. The Company made income tax payments of $4,645,000 in 2019 and made no payments in 2018 . The Company received refunds of $1,345,000 and $164,000 in 2019 and 2018 , respectively. The Company evaluates its tax positions for all income tax items based on their technical merits to determine whether each position satisfies the “more likely than not to be sustained upon examination” test. The tax benefits are then measured as the largest amount of benefit, determined on a cumulative basis, that is “more likely than not” to be realized upon ultimate settlement. As a result of this evaluation, the Company determined there were no uncertain tax positions that required recognition and measurement for the years ended December 31, 2019 and 2018 within the scope of ASC 740, "Income Taxes." Tax years from 2016 to 2018 and 2015 to 2018 remain available for examination by the Federal and California State taxing authorities, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company is a lessor of certain property pursuant to various lease agreements having terms ranging up to 30 years . The Company generates rental income from right to use assets. The following is a summary of income from commercial rents included in commercial/industrial real estate revenues as of December 31: 2019 2018 2017 Base rent $ 6,554,000 $ 6,444,000 $ 6,156,000 Percentage rent $ 1,024,000 $ 621,000 $ 677,000 Future minimum rental income on commercial, communication and right-of-way on non-cancelable leases as of December 31, 2019 : 2020 2021 2022 2023 2024 Thereafter $ 6,481 $ 5,914 $ 5,608 $ 5,202 $ 5,061 $ 22,335 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company's land is subject to water contracts of which $10,027,000 is expected to be paid in 2020 . These estimated water contract payments consist of SWP, contracts with Wheeler Ridge Maricopa Water Storage District, 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 6 (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. Our contractual obligation for future water payments was $269,065,000 as of December 31, 2019 . 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 paid will be capitalized 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 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 $4,468,000 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 $68,000 . 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 December 31, 2019 there were no additional improvement funds remaining from both of the West CFD bonds and East CFD bonds for reimbursement of public infrastructure costs during future years. During 2019, the Company paid approximately $2,569,000 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 December 31, 2019 . Tehachapi Uplands Multiple Species Habitat Conservation Plan Approval 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 (collectively the TUMSHCP Plaintiffs) intended to initiate a lawsuit against the U.S. Fish and Wildlife Service, or USFWS, challenging USFWS's approval of the Company's Tehachapi Uplands Multiple Species Habitat Conservation Plan, or TUMSHCP, and USFWS's issuance of an Incidental Take Permit, or ITP, for the take of federally listed species. The TUMSHCP approval and ITP issuance by the USFWS occurred in 2013. These approvals authorize, among other things, the removal of California condor habitat associated with the Company's potential future development of MV. On April 25, 2019, the TUMSHCP Plaintiffs filed suit against the USFWS in the U.S. District Court for the Central District of California in Los Angeles (Case No. 2:19-CV-3322) (the TUMSHCP Suit). The Company was not initially named as a party in the TUMSHCP Suit and brought a motion to intervene, which the court granted. The TUMSHCP Suit seeks to invalidate the TUMSHCP as it pertains to the protection of the California condor (an endangered species), as well as the ITP. The primary allegations in the TUMSHCP Suit are that California condors or their habitat are “Traditional Cultural Properties” within the meaning of the National Historic Preservation Act (NHPA), that the USFWS failed to take into account the impact of the TUMSHCP and ITP on these “Traditional Cultural Properties” and failed to adequately consult with affected Native American tribes or their representatives with respect to these “Traditional Cultural Properties.” Management considers the allegations in the TUMSHCP Suit to be beyond the scope of the law and regulations referenced in the TUMSHCP Suit, and believes that the issues raised by the TUMSHCP Plaintiffs were adequately addressed by USFWS during the consultation process with Native American tribes. The Company is supporting USFWS's efforts to vigorously defend this matter. On October 30, 2019, the TUMSCHCP Plaintiffs filed an amended complaint after the court previously granted the Company’s motion to dismiss the TUMSCHP Suit on the basis that the TUMSCHP Plaintiff’s lacked standing. The Company brought a second motion to dismiss on the same basis, which the court denied on December 18, 2019. In its December 18, 2019 ruling, the court ordered that the parties proceed to bring motions for summary judgment on the question of whether the USFWS correctly determined that the California condor is not a “Traditional Cultural Property” under the NHPA. As of the date of this report, the USFWS is in the process of preparing the record of its decision in order to adjudicate that question. Once the record is complete the parties will comply with the court’s order by bringing one or more motions for summary judgment to adjudicate the question presented by the court. The TUMSHCP Plaintiffs had previously raised essentially the same arguments regarding the Native American consultation process and the California condor in an earlier state court litigation. In that litigation, the California Court of Appeal rejected the TUMSHCP Plaintiffs’ arguments as lacking merit in a decision issued on April 25, 2012. See Center for Biological Diversity, et al. v. Kern County, 2012 WL 1417682 (Case No. F061908). As of December 31, 2019, the Company believes the TUMSHCP Suit does not impede on the ability to start or complete the development of MV development. 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 against landowners and others with interest in the groundwater basin within the Antelope Valley (including the Company) 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, or the Judgment. 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 began in 2019 and is scheduled to continue into the second quarter of 2020. 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 CBD, or collectively, Central Delta Petitioners, filed a complaint in the Sacramento County Superior Court, or Central Delta Action, against the California Department of Water Resources, or DWR, Kern County Water Agency, or KCWA, 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. The Central Delta Petitioners sought to invalidate the DWR's approval of the Monterey Amendments and also the 2010 environmental impact report, or 2010 EIR, regarding the Monterey Amendments prepared pursuant to the California Environmental Quality Act, or CEQA, pertaining to the Kern Water Bank, or KWB. Pursuant to the Monterey Amendments, DWR transferred approximately 20,000 acres in Kern County owned by DWR, or KWB property, to the KCWA. A separate but parallel lawsuit, or Central Delta II, was also filed by the Central Delta Petitioners in Kern County Superior Court on July 2, 2010, against KCWA, also naming the Company and TCWD as real parties in interest. Central Delta II challenged the validity of the transfer of the KWB property from the KCWA to the Kern Water Bank Authority, or KWBA. The petitioners in this case alleged that (i) the transfer of the KWB property by KCWA to the KWBA was an unconstitutional gift of public funds, and (ii) the consideration for the transfer of the KWB property to the KWBA was unconscionable and illusory. This case has been stayed pending the outcome of the Central Delta Action. In addition, 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, (collectively, the Rosedale Petitioners), asserting that the 2010 EIR did not adequately evaluate potential impacts arising from operations of the KWB, or Rosedale Action, but this lawsuit did not name the Company; it only named TCWD. TCWD has a contract right for water stored in the KWB and rights to recharge and withdraw water. This lawsuit was moved to the Sacramento County Superior Court. In the Central Delta Action and Rosedale Action, the trial courts concluded that the 2010 EIR for the Monterey Amendments was insufficient with regard to the EIR's evaluation of the potential impacts of the operation of the KWB, particularly on groundwater and water quality, and ruled that DWR was required to prepare a remedial EIR (which is further described below). In the Central Delta Action, the trial court also concluded that the challenges to DWR’s 1995 approval of the Monterey Amendments were barred by statutes of limitations and laches. The Central Delta Petitioners filed an appeal of the Sacramento County Superior Court Judgment, and certain real parties filed a cross-appeal. No party appealed the Kern County Superior Court Judgment in the Rosedale Action. On November 24, 2014, the Sacramento County Superior Court in the Central Delta Action issued a writ of mandate, or 2014 Writ, that required DWR to prepare a revised EIR (described herein as the 2016 EIR because it was certified in 2016) regarding the Monterey Amendments evaluating the potential operational impacts of the KWB. The 2014 Writ, as revised by the court, required DWR to certify the 2016 EIR and file the response to the 2014 Writ by September 28, 2016. On September 20, 2016, the Director of DWR (a) certified the 2016 EIR prepared by DWR, 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 County Superior Court its return to the 2014 Writ in the Central Delta Action. On October 21, 2016, the Central Delta Petitioners and a new party, the Center for Food Safety, (CFS), (collectively, the CFS Petitioners), filed a new lawsuit in Sacramento County Superior Court, (the CFS Action), against DWR and naming a number of real parties in interest, including KWBA and TCWD (but not including the Company). The CFS Action challenges DWR’s (i) certification of the 2016 EIR, (ii) compliance with the 2014 Writ and CEQA, and (iii) finding concerning the continued use and operation of the KWB by KWBA. On October 2, 2017, the Sacramento County Superior Court issued a ruling that the court shall deny the CFS petition and shall discharge the 2014 Writ. The CFS Petitioners appealed the Sacramento County Superior Court judgment denying the CFS petition. The Third Appellate District of the Court of Appeal granted DWR’s motion to consolidate the CFS Action appeal for hearing with the pending appeals in the Central Delta Action. Briefing on all of the appeals and cross-appeals is now complete. At this time, the Company anticipates having a ruling from the Court of Appeal on these consolidated appeals of the CFS Action and the Central Delta Action sometime in 2020. 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 unanimously granted entitlement approval for the Grapevine project. On January 5, 2017, the CBD, and the CFS, filed an action in Kern County Superior Court pursuant to CEQA, against Kern County and the Kern County Board of Supervisors, or collectively, the County, concerning the County’s granting of the 2016 approvals for the Grapevine project, including certification of the final EIR (the 2017 Action). The Company was named as a real party in interest in the 2017 Action. The 2017 Action alleged 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. Petitioners sought to invalidate the County’s approval of the project, the environmental approvals and require the Company and the County to revise the environmental documentation. On July 27, 2018, the court held a hearing on the petitioners’ claims in the 2017 Action. 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 “(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, or ICR - the percent of vehicle trips remaining within the project - actually being lower than the projected ICR levels used in the EIR and that lower ICR levels warranted supplemental traffic, air quality, greenhouse gas emissions, noise, public health and growth inducing impact analyses. On December 11, 2018, the court in the 2017 Action ruled that portions of the EIR required corrections and supplemental environmental analysis and ordered that the County rescind the Grapevine project approvals until such supplemental environmental analysis was completed. The court issued a final judgment consistent with its ruling on February 15, 2019 and, on March 12, 2019, the County rescinded the Grapevine project approvals. Following the County’s rescission of the Grapevine project approvals, the Company filed new applications to re-entitle the Grapevine project (the re-entitlement). The re-entitlement application involves processing project approvals that are substantively similar to the Grapevine project that was unanimously approved by the Kern County Board of Supervisors in December 2016. As part of the re-entitlement, supplemental environmental analysis was prepared to address the court’s ruling in the 2017 Action. Following a public comment and review period, the Kern County Planning Commission held a hearing on November 14, 2019 and unanimously recommended to the Kern County Board of Supervisors that it approve the re-entitlement of the Grapevine project. On December 10, 2019, the Kern County Board of Supervisors held a hearing and after considering the supplemental environmental analysis and material presented at the hearing unanimously voted to approve the re-entitlement of the Grapevine project. On January 9, 2020 the County filed a Supplemental and Final Return to Preemptory Writ of Mandate to inform the court of re-entitlement of the Grapevine project in a manner that the County and the Company believes is compliant with the court’s February 15, 2019 final judgment in the 2017 Action. Concurrently, the County and the Company filed a Motion for Order Discharging Writ of Mandate, which requests that the court determine that the County’s re-entitlement of the Grapevine project complies with the court’s February 15, 2019 final judgment in the 2017 Action. A hearing was held on February 14, 2020 for this motion and is further summarized below. On January 10, 2020, CBD filed a new and separate action in Kern County Superior Court pursuant to CEQA, against the County, concerning the County’s approval of the December 2019 re-entitlement of the Grapevine project, including certification of the final EIR (the 2020 Action). The Company is named as real party in interest in the 2020 Action. The 2020 Action alleges that the County failed to properly follow the procedures and requirements of CEQA with respect to the re-entitlement of the Grapevine project, including failure to identify, analyze and mitigate impacts to air quality, greenhouse gas emissions, biological resources, public health, and traffic, and failed to provide support for the County’s findings and statement of overriding considerations in adopting the EIR. CBD seeks to invalidate the County’s approval of the re-entitlement, the environmental approvals for the re-entitlement and require the Company and the County to revise the environmental documentation. The Company intends to vigorously defend the re-entitlement of the Grapevine project. On January 22, 2020, the Company and County filed a demurrer and motion to strike the claims in the 2020 Action on the basis that the claims brought by CBD must be resolved by the court in the 2017 action, pursuant to the final judgment issued in the 2017 Action. The Company and County’s motion described in the previous sentence also includes an alternative request that the court consolidate CBD’s claims in the 2020 Action with its disposition of any remaining matters relating to the 2017 Action. A hearing on these motions filed in the 2020 Action and on the Motion for Order Discharging Writ of Mandate (described above and relating to the 2017 Action) was held on February 14, 2020. At the February 14, 2020 hearing, the court granted the Company and County’s request to consolidate the 2020 Action with its adjudication of the Company and County’s compliance with the writ of mandate issued by the Court in the 2017 Action. The court denied, without prejudice, the Company’s and County’s motion to discharge the writ in the 2017 Action and their demurrer and motion to strike the claims in the 2020 Action, but the court further ruled that the Company and County could re-assert these arguments at a later date once additional evidence was before the court. As of the date of this filing, there are no further hearings scheduled; however, pursuant to stipulation of all parties, the County is preparing the administrative record for the 2020 Action. Once the record has been lodged with the court, a briefing scheduled and hearing date will be set. At this time, neither County nor Company has filed their responsive pleadings. Centennial On April 30, 2019 the Los Angeles County Board of Supervisors granted final entitlement approval for the Centennial project. On May 15, 2019 Climate Resolve filed an action in Los Angeles Superior Court (the Climate Resolve Action) pursuant to CEQA and the California Planning and Zoning Law, against the County of Los Angeles and the Los Angeles County Board of Supervisors (collectively, LA County) concerning the LA County’s granting of approvals for the Centennial project, including certification of the final environmental impact report and related findings (Centennial EIR); approval of associated general plan amendments; adoption of associated zoning; adoption of the Centennial Specific Plan; approval of a subdivision map for financing purposes; and adoption of a development agreement, among other approvals (collectively, the Centennial Approvals). Separately, on May 28, 2019 CBD and the California Native Plant Society (CNPS) filed an action in Los Angeles County Superior Court (the CBD/CNPS Action) against LA County; like the Climate Resolve Action, the CBD/CNPS Action also challenges the Centennial Approvals. The Company, its wholly owned subsidiary Tejon Ranchcorp, and Centennial Founders, LLC are named as real parties-in-interest in both the Climate Resolve Action and the CBD/CNPS Action. The Climate Resolve Action and the CBD/CNPS Action collectively allege that LA County failed to properly follow the procedures and requirements of CEQA and the California Planning and Zoning Law. The Climate Resolve Action and the CBD/CNPS Action have been deemed “related” and have been consolidated for adjudication before the judge presiding over the Climate Resolve Action. As of the date of this filing, there have been no substantive hearings on this matter, and neither LA County nor the real parties in interest have filed their responsive pleadings. The Climate Resolve Action and CBD/CNPS Action seek to invalidate the Centennial Approvals and require LA County to revise the environmental documentation related to the Centennial project. Proceedings Incidental to Business From time to time, the Company is involved in other proceedings incidental to its 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, the Company does not believe that the ultimate resolution of these other proceedings will have a material adverse effect on the Company's financial position, results of operations or cash flows either individually or in the aggregate. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS The Company sponsors a defined benefit retirement plan, or Benefit Plan, that covers eligible employees hired prior to February 1, 2007. The benefits are based on years of service and the employee’s five -year final average salary. The accounting for the defined benefit plan requires the use of assumptions and estimates in order to calculate periodic benefit cost and the value of the plan's assets and benefit obligation. These assumptions include discount rates, investment returns, and projected salary increases, amongst others. The discount rates used in valuing the plan's benefits obligations were determined with reference to high quality corporate and government bonds that are appropriately matched to the duration of the plan's obligation. 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 plan in accordance with the Employee Retirement Income Security Act of 1974, or ERISA. The Company in April 2017, froze the Benefit Plan as it relates to future benefit accruals for participants. The benefit accrual freeze resulted in an adjustment to the Benefit Plan, improving our other comprehensive loss position by $404,000 . The following table sets forth changes in the plan's net benefit obligation and accumulated benefit information as of December 31: ($ in thousands) 2019 2018 Change in benefit obligation - Pension Benefit obligation at beginning of year $ 9,406 $ 10,099 Interest cost 389 365 Actuarial (gain)/assumption changes 1,161 (837 ) Benefits paid (246 ) (221 ) Settlements paid — — Benefit obligation and accumulated benefit obligation at end of year $ 10,710 $ 9,406 Change in Plan Assets Fair value of plan assets at beginning of year $ 7,258 $ 7,819 Actual return on plan assets 1,744 (505 ) Employer contribution 165 165 Benefits/expenses paid (247 ) (221 ) Fair value of plan assets at end of year $ 8,920 $ 7,258 Funded status - liability $ (1,790 ) $ (2,148 ) Amounts recorded in equity Net actuarial loss $ 3,027 $ 3,162 Total amount recorded $ 3,027 $ 3,162 Amount recorded, net taxes $ 2,180 $ 2,277 Other changes in plan assets and benefit obligations recognized in other comprehensive income include the following as of December 31: ($ in thousands) 2019 2018 Net loss (gain) $ (60 ) $ 253 Recognition of net actuarial loss (75 ) (64 ) Total changes $ (135 ) $ 189 Changes, net of taxes $ (97 ) $ 136 The Company expects to recognize the following amounts as a component of net periodic pension costs during the next fiscal year: Expected return on plan assets $ 643 Interest cost (338 ) Amortization of net gain/(loss) (68 ) Net periodic pension benefit/(cost) $ 237 At December 31, 2019 and 2018 , the Company had a long-term pension liability. For 2020 , the Company is estimating that contributions to the pension plan will be approximately $165,000 . Based on actuarial estimates, it is expected that annual benefit payments from the pension trust will be as follows: 2020 2021 2022 2023 2024 Thereafter $ 276 $ 291 $ 296 $ 355 $ 365 $ 2,453 Plan assets consist of equity, debt and short-term money market investment funds. The Benefit Plan’s current investment policy changed during the third quarter of 2018. The new policy is an investment strategy in which the primary focus is to minimize the volatility of the funding ratio. This objective will result in a prescribed asset mix between "return seeking" assets (e.g. stocks) and a bond portfolio (e.g., long duration bonds) according to a pre-determined customized investment strategy based on the Plan's Funded Status as the primary input. This path will be used as a reference point as to the mix of assets, which by design will de-emphasize the return seeking portion as funded status improves. At December 31, 2019 , the investment mix was approximately 66% equity, 33% debt, and 1% money market funds. At December 31, 2018 , the investment mix was approximately 64% equity, 35% debt and 1% 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 rate used in determining the periodic pension cost is 3.20% in 2019 and 4.20% in 2018 . The expected long-term rate of return on plan assets is 7.3% in 2019 and 7.5% in 2018 . The long-term rate of return on plan assets is based on the historical returns within the plan and expectations for future returns. See the following table for fair value hierarchy by investment type at December 31: ($ in thousands) Fair Value Hierarchy 2019 2018 Pension Plan Assets: Cash and Cash Equivalents Level 1 $ 48 $ 95 Collective Funds Level 2 8,872 7,163 Fair value of plan assets $ 8,920 $ 7,258 Total pension and retirement expense was as follows for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Cost components: Service cost $ — $ — $ (15 ) Interest cost (389 ) (365 ) (386 ) Expected return on plan assets 522 585 531 Net amortization and deferral (75 ) (64 ) (122 ) Settlement recognition — — 47 Total net periodic pension earnings/(cost) $ 58 $ 156 $ 55 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 as it relates to the accrual of additional benefits resulting in a SERP liability adjustment, improving our other comprehensive loss position by $328,000 . The following SERP benefit information is as of December 31: ($ in thousands) 2019 2018 Change in benefit obligation - SERP Benefit obligation at beginning of year $ 7,750 $ 7,759 Interest cost 303 268 Actuarial gain/assumption changes 486 267 Benefits paid (528 ) (544 ) Curtailments — — Benefit obligation and accumulated benefit obligation at end of year $ 8,011 $ 7,750 Funded status - liability $ (8,011 ) $ (7,750 ) ($ in thousands) 2019 2018 Amounts recorded in stockholders’ equity Net actuarial loss (gain) $ 2,402 $ 1,978 Total amount recorded $ 2,402 $ 1,978 Amount recorded, net taxes $ 1,730 $ 1,425 Other changes in benefit obligations recognized in other comprehensive income for 2019 and 2018 included the following components: ($ in thousands) 2019 2018 Net (gain) loss $ 486 $ 109 Recognition of net actuarial gain or (loss) (62 ) (66 ) Total changes $ 424 $ 43 Changes, net of taxes $ 305 $ 31 The Company expects to recognize the following amounts as a component of net periodic pension costs during the next fiscal year ($ in thousands): Interest cost $ (229 ) Amortization of net (gain)/loss (86 ) Net periodic pension earnings/(cost) $ (315 ) Based on actuarial estimates, it is expected that annual SERP benefit payments will be as follows ($ in thousands): 2020 2021 2022 2023 2024 Thereafter $ 527 $ 523 $ 518 $ 512 $ 478 $ 2,663 The weighted-average discount rate and rate of increase in future compensation levels used in determining the actuarial present value of projected benefits obligation was 2.95% and 0.0% for 2019 , 4.05% and 0.0% for 2018 , and 3.40% and 0.00% for 2017 . Total pension and retirement expense was as follows for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Cost components: Interest cost $ (303 ) $ (268 ) $ (287 ) Net amortization and other (62 ) (223 ) (211 ) Total net periodic pension earnings/(cost) $ (365 ) $ (491 ) $ (498 ) |
Reporting Segments and Related
Reporting Segments and Related Information | 12 Months Ended |
Dec. 31, 2019 | |
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. For further details of the revenue components within each reporting segment, see Results of Operations by Segment in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations". Information pertaining to operating results of the Company's reporting segments are as follows for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Revenues Real estate—commercial/industrial $ 16,792 $ 8,970 $ 9,001 Mineral resources 9,791 14,395 5,983 Farming 19,331 18,563 16,434 Ranch operations 3,609 3,691 3,837 Segment revenues 49,523 45,619 35,255 Equity in unconsolidated joint ventures, net 16,575 3,834 4,227 Investment income 1,239 1,344 462 Total revenues and other income 67,337 50,738 39,669 Segment Profits (Losses) Real estate—commercial/industrial 3,831 2,724 2,472 Real estate—resort/residential (2,247 ) (1,530 ) (1,955 ) Mineral resources 3,973 8,172 3,019 Farming 4,080 2,535 233 Ranch operations (1,707 ) (1,760 ) (1,574 ) Segment profits (1) 7,930 10,141 2,195 Equity in unconsolidated joint ventures, net 16,575 3,834 4,227 Investment income 1,239 1,344 462 Other income (1,824 ) (59 ) (275 ) Corporate expenses (9,361 ) (9,705 ) (9,713 ) Income from operations before income taxes $ 14,559 $ 5,555 $ (3,104 ) (1) Segment profits are revenues less operating expenses, excluding investment income and expense, corporate expenses, equity in earnings of unconsolidated joint ventures, and income taxes. Real estate - Commercial/Industrial Commercial revenue consists of land and building leases to tenants at our commercial retail and industrial developments, base and percentage rents from our PEF power plant lease, communication tower rents, land sales, and payments from easement leases. The following table summarizes revenues, expenses and operating income from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Commercial revenues $ 16,792 $ 8,970 $ 9,001 Equity in earnings of unconsolidated joint ventures 16,575 3,834 4,227 Commercial revenues and equity in earnings of unconsolidated joint ventures $ 33,367 $ 12,804 $ 13,228 Commercial expenses 12,961 6,246 6,529 Operating results from commercial and unconsolidated joint ventures $ 20,406 $ 6,558 $ 6,699 The resort/residential real estate development segment is actively involved in the land entitlement and development process internally and through joint venture entities. The segment produced losses of $ 2,247,000 , $ 1,530,000 , and $ 1,955,000 during the years ended December 31, 2019 , 2018 , and 2017 , respectively. The mineral resources segment receives oil and mineral royalties from the exploration and development companies that extract or mine the natural resources from our land along with revenue from water sales. The following table summarizes revenues, expenses and operating results from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Mineral resources revenues $ 9,791 $ 14,395 $ 5,983 Mineral resources expenses $ 5,818 $ 6,223 $ 2,964 Operating results from mineral resources $ 3,973 $ 8,172 $ 3,019 The farming segment produces revenues from the sale of wine grapes, almonds, pistachios and hay. The following table summarizes revenues, expenses and operating results from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Farming revenues $ 19,331 $ 18,563 $ 16,434 Farming expenses $ 15,251 $ 16,028 $ 16,201 Operating results from farming $ 4,080 $ 2,535 $ 233 Ranch operations consists of game management revenues and ancillary land uses such as grazing leases and filming. The following table summarizes revenues, expenses and operating results from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Ranch operations revenues $ 3,609 $ 3,691 $ 3,837 Ranch operations expenses $ 5,316 $ 5,451 $ 5,411 Operating results from ranch operations $ (1,707 ) $ (1,760 ) $ (1,574 ) Information pertaining to assets of the Company’s reporting segments is as follows for each of the years ended December 31: ($ in thousands) Identifiable Assets Depreciation and Amortization Capital Expenditures 2019 Real estate - commercial/industrial $ 76,814 $ 517 $ 8,690 Real estate - resort/residential 286,801 51 12,811 Mineral resources 55,049 1,371 37 Farming 41,258 1,909 3,362 Ranch operations 2,624 526 213 Corporate 76,876 662 109 Total $ 539,422 $ 5,036 $ 25,222 2018 Real estate - commercial/industrial $ 65,929 $ 651 $ 5,225 Real estate - resort/residential 273,620 58 13,459 Mineral resources 54,144 1,372 171 Farming 40,835 1,897 3,166 Ranch operations 2,973 536 102 Corporate 91,547 910 457 Total $ 529,048 $ 5,424 $ 22,580 2017 Real estate - commercial/industrial $ 63,065 $ 650 $ 4,638 Real estate - resort/residential 258,697 63 14,230 Mineral resources 48,305 1,363 356 Farming 36,317 2,080 2,129 Ranch operations 3,625 601 220 Corporate 108,190 932 136 Total $ 518,199 $ 5,689 $ 21,709 Identifiable assets by segment include both assets directly identified with those operations and an allocable share of jointly used assets. Corporate assets consist primarily of cash and cash equivalents, marketable securities, deferred income taxes, and land and buildings. Land is valued at cost for acquisitions since 1936. Land acquired in 1936, upon organization of the Company, is stated on the basis carried by the Company’s predecessor. |
Investment in Unconsolidated an
Investment in Unconsolidated and Consolidated Joint Ventures | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 was $38,240,000 . The equity in the income of the unconsolidated joint ventures was $16,575,000 for the twelve months ended December 31, 2019 . The unconsolidated joint ventures have not been consolidated as of December 31, 2019 , 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 it having only 50% voting rights, and because our partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision-making authority regarding key business components such as fuel inventory and pricing at the facility. At December 31, 2019 , the Company had an equity investment balance of $23,636,000 in this joint venture. In December 2019, the Company completed the shell and core of a new 4,900 square foot multi-tenant building at TRCC-East, with a fair value of $2,805,000 , and contributed the building and land to TA/Petro. The contribution met the criteria of a sale under ASC Topic 606, "Revenue from Contracts with Customers." As such, the Company recognized profit of $334,000 and deferred $501,000 of profit in accordance with ASC Topic 323, "Investment - Equity Method and Joint Ventures" on the date the assets were contributed. • Majestic Realty Co. – Majestic Realty Co., or Majestic, is a privately-held developer and owner of master planned business parks in the United States. The Company partnered with Majestic to form three 50/50 joint ventures to acquire, develop, manage, and operate industrial real estate at TRCC. The partners have equal voting rights and equally share in the profit and loss of the joint venture. The Company and Majestic guarantee the performance of all outstanding debt. At December 31, 2019 , the Company's investment in these joint ventures was $5,953,000 , which includes our outside basis. ◦ On November 2018, TRC-MRC 3, LLC was formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building on the Company's property at TRCC-East. TRC-MRC 3, LLC qualified as a VIE from inception, but the Company is not the primary beneficiary therefore does not consolidate TRC-MRC 3, LLC in its financial statements. The construction of the building was completed in the fourth quarter of 2019 and the Company has delivered the space to a tenant that has leased 67% of the rentable space. In March 2019, the joint venture entered into a promissory note with a financial institution to finance the construction of the building. The note matures on May 1, 2030 and had an outstanding principal balance of $28,061,000 as of December 31, 2019 . On April 1, 2019, the Company contributed land with a fair value of $5,854,000 to TRC-MRC 3, LLC in accordance with the limited liability agreement. The land contribution met the criteria of a land sale under ASC Topic 606, "Revenue from Contracts with Customers." As such, the Company recognized profit of $1,537,000 and deferred $1,537,000 of profit in accordance with ASC Topic 323, "Investment - Equity Method and Joint Ventures" on the date the land was contributed. The Company's investment in this joint venture was $5,953,000 as of December 31, 2019 . ◦ In August 2016, we partnered with Majestic to form TRC-MRC 2, LLC to acquire, lease, and maintain a fully occupied warehouse at TRCC-West. The partnership acquired the 651,909 square foot building for $24,773,000 and was largely financed through a promissory note guaranteed by both partners. The promissory note was refinanced on June 1, 2018 with a $25,240,000 promissory note. The note matures on July 1, 2028, and currently has an outstanding principal balance of $24,455,000 . Since inception, we have received excess distributions resulting in a deficit balance of $2,471,000 . In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities section of our consolidated balance sheet. We will continue to record our equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income. ◦ In September 2016, TRC-MRC 1, LLC was formed to develop and operate an approximately 480,480 square foot industrial building at TRCC-East. The joint venture completed construction of the building during the third quarter of 2017. Since inception of the joint venture, we have received excess distributions resulting in a deficit balance of $462,000 . In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities section of our consolidated balance sheet. We will continue to record our equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income. The joint venture refinanced its construction loan in December 2018 with a mortgage loan. The original principal balance of the mortgage loan was $25,030,000 , of which $24,542,000 was outstanding at December 31, 2019 . • Rockefeller Joint Ventures – The Company has three joint ventures with Rockefeller Group Development Corporation or Rockefeller. At December 31, 2019 , the Company’s combined equity investment balance in these three joint ventures was $8,651,000 . ◦ Two joint ventures are for the development of buildings on approximately 91 acres and are part of an agreement for the potential development of up to 500 acres of land in TRCC that are tied to Foreign Trade Zone designation. The Company owns a 50% interest in each of the joint ventures. ▪ The Five West Parcel LLC joint venture owned and leased a 606,000 square foot building, the joint venture's primary asset, to Dollar General. The building was sold to a third party in November 2019 for a purchase price of $29,088,000 , realizing a gain of $17,537,000 . The outstanding term loan of the joint venture was paid off upon the sale. ▪ The second of these joint ventures, 18-19 West LLC, was formed in August 2009 through the contribution of 61.5 acres of land by the Company, which is being held for future development. Both of these joint ventures are being accounted for under the equity method due to both members having significant participating rights in the management of the ventures. ◦ The third joint venture is the TRCC/Rock Outlet Center LLC joint venture that was formed during the second quarter of 2013 to develop, own, and manage a net leasable 326,000 square foot outlet center on land at TRCC-East. The cost of the outlet center was approximately $87,000,000 and was funded through a construction loan for up to 60% of the costs and the remaining 40% was through equity contributions from the two members. The Company controls 50% of the voting interests of TRCC/Rock Outlet Center LLC; thus, it does not control by voting interest alone. The Company is the named managing member. The managing member's responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during the development period and ongoing operations, including the setting and monitoring of the budget, leasing, marketing, financing and selection of the contractor for any construction, are jointly made by both members of the joint venture. Therefore, the Company concluded that both members have significant participating rights that are sufficient to overcome the presumption of the Company controlling the joint venture through it being named the managing member. Therefore, the investment in TRCC/Rock Outlet Center LLC is being accounted for under the equity method. The TRCC/Rock Outlet Center LLC joint venture has a term note with a financial institution that matures on September 5, 2021. As of December 31, 2019 , the outstanding balance of the term note was $38,909,000 . The Company and Rockefeller guarantee the performance of the debt. • Centennial Founders, LLC – Centennial Founders, LLC, or CFL, is a joint venture that was initially formed with TRI Pointe Homes, Lewis Investment Company and CalAtlantic to pursue the entitlement and development of land that the Company owns in Los Angeles County. Based on the Second Amended and Restated Limited Company Agreement of CFL and the change in control and funding that resulted from the amended agreement, CFL qualified as a VIE, beginning in the third quarter of 2009, and the Company was determined to be the primary beneficiary. As a result, CFL has been consolidated into our financial statements beginning in that quarter. Our partners retained a noncontrolling interest in the joint venture. On November 30, 2016, CFL and Lewis entered a Redemption and Withdrawal Agreement, whereby Lewis irrevocably and unconditionally withdrew as a member of CFL, and CFL redeemed Lewis' entire interest for no consideration. As a result, our noncontrolling interest balance was reduced by $11,039,000 . On December 31, 2018, CFL and CalAtlantic entered a Redemption and Withdrawal Agreement, whereby CalAtlantic irrevocably and unconditionally withdrew as a member of CFL, and CFL redeemed CalAtlantic's entire interest for no consideration. As a result, our noncontrolling interest balance was reduced by $13,172,000 . At December 31, 2019 , the Company owned 92.57% of CFL. 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. Condensed balance sheet information and statement of operations of the Company’s unconsolidated joint ventures are as follows: Balance Sheet Information as of December 31: Joint Venture TRC Assets Borrowings Equity Investment In 2019 2018 2019 2018 2019 2018 2019 2018 Petro Travel Plaza Holdings, LLC $ 77,835 $ 69,096 $ (15,287 ) $ (15,283 ) $ 60,061 $ 51,377 $ 23,636 $ 18,426 Five West Parcel, LLC 694 15,157 — (9,173 ) 648 5,751 140 2,691 18-19 West, LLC 4,849 4,654 — — 4,600 4,654 1,730 1,783 TRCC/Rock Outlet Center, LLC 69,459 75,194 (38,909 ) (46,826 ) 29,688 27,531 6,781 5,702 TRC-MRC 1, LLC 28,673 29,692 (24,542 ) (25,030 ) 3,623 4,018 — — TRC-MRC 2, LLC 20,026 20,362 (24,455 ) (25,014 ) (7,094 ) (5,763 ) — — TRC-MRC 3, LLC 37,292 — (28,061 ) — 6,052 — 5,953 — Total $ 238,828 $ 214,155 $ (131,254 ) $ (121,326 ) $ 97,578 $ 87,568 $ 38,240 $ 28,602 Centennial Founders, LLC $ 96,415 $ 93,840 $ — $ — $ 96,143 $ 93,188 Consolidated Condensed Statement of Operations Information as of December 31: Joint Venture TRC Revenues Earnings(Loss) Equity in Earnings (Loss) 2019 2018 2017 2019 2018 2017 2019 2018 2017 Petro Travel Plaza Holdings, LLC $ 117,708 $ 119,083 $ 105,507 $ 14,684 $ 9,672 $ 10,418 $ 8,810 $ 5,803 $ 6,251 Five West Parcel, LLC 2,648 2,731 2,824 18,239 778 905 9,119 389 452 18-19 West, LLC 15 13 11 (107 ) (102 ) (97 ) (53 ) (51 ) (48 ) TRCC/Rock Outlet Center, LLC 1 6,278 6,418 9,615 (3,843 ) (4,645 ) (2,347 ) (1,921 ) (2,323 ) (1,173 ) TRC-MRC 1, LLC 3,067 1,323 — 91 (498 ) (3 ) 46 (249 ) (2 ) TRC-MRC 2, LLC 2 4,023 3,981 3,655 1,151 529 (2,505 ) 575 265 (1,253 ) TRC-MRC 3, LLC $ — $ — $ — $ (2 ) $ — $ — $ (1 ) $ — $ — $ 133,739 $ 133,549 $ 121,612 $ 30,213 $ 5,734 $ 6,371 $ 16,575 $ 3,834 $ 4,227 Centennial Founders, LLC $ 469 $ 297 $ 456 $ (20 ) $ (249 ) $ (144 ) Consolidated (1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $1.7 million, $1.7 million, and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. (2) Earnings for TRC-MRC2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.2 million, $0.8 million and $4.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
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. The Company has water contracts with WRMWSD for SWP water deliveries to our agricultural and municipal/industrial operations in the San Joaquin Valley. The terms of these contracts extend to 2035. Under the contracts, we are entitled to annual water for 5,496 acres of land, or 15,547 acre-feet of water subject to SWP allocations. In December 2019, the Company's Executive Vice President and Chief Operating Officer became one of nine directors at WRMWSD. As of December 31, 2019 , the Company paid $3,299,000 for these water contracts and related costs. |
Unaudited Quarterly Operating R
Unaudited Quarterly Operating Results | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Operating Results | UNAUDITED QUARTERLY OPERATING RESULTS The following is a tabulation of unaudited quarterly operating results for the years indicated: ($ in thousands, except per share) Total Revenue 1 Segment Profit (Loss) Net Income (Loss) Net Income (Loss) attributable to Common Stockholders Net Income (Loss) Per Share Net Income (Loss), Per Share attributable to Common Stockholders 2 2019 First Quarter $ 11,011 $ 1,442 $ 124 $ 119 $ — $ — Second Quarter 9,275 895 709 707 0.03 0.03 Third Quarter 9,951 (708 ) 37 47 — — Fourth Quarter 20,525 6,301 9,709 9,707 0.37 0.37 $ 50,762 $ 7,930 $ 10,579 $ 10,580 2018 First Quarter $ 13,752 $ 4,277 $ 1,455 $ 1,457 $ 0.06 $ 0.06 Second Quarter 5,416 115 (1,013 ) (997 ) (0.04 ) (0.04 ) Third Quarter 15,783 4,815 3,487 3,488 0.13 0.13 Fourth Quarter 12,012 934 306 307 0.01 0.01 $ 46,963 $ 10,141 $ 4,235 $ 4,255 (1) Includes investment income. (2) Net income (loss) per share on a diluted basis. Quarterly rounding of per share amounts can result in a variance from the reported annual amount. The fourth quarter 2019 amount includes gain realized by Five West Parcel LLC joint venture on building sale (see Note 17). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, and the accounts of all subsidiaries and investments in which a controlling interest is held by the Company. All intercompany transactions have been eliminated in consolidation. We have evaluated subsequent events through the date of issuance of our consolidated financial statements. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The carrying amount for cash equivalents approximates fair value. |
Marketable Securities | Marketable Securities The Company considers those investments not qualifying as cash equivalents, but which are readily marketable, to be marketable securities. The Company's investment portfolio is comprised of fixed income debt securities, which are classified as current assets on the consolidated balance sheets. The Company classifies all marketable securities as available-for-sale. These are stated at fair value with the unrealized gains (losses), net of tax, reported as a component of accumulated other comprehensive income (loss) in the consolidated statements of equity. |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors, including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. These ventures are recorded at cost and adjusted for equity in earnings (losses), contributions and distributions. Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold. In circumstances when we contribute land to a joint venture, we record our investment in the venture at fair value when the real estate is derecognized, regardless of whether the other investors in the venture contribute cash, property, or services. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage. The Company evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The Company follows the Financial Accounting Standards Board's authoritative guidance for fair value measurements of certain financial instruments. The guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the exchange (exit) price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance establishes a three-level hierarchy for fair value measurements based upon the inputs to the valuation of an asset or liability. Observable inputs are those which can be easily seen by market participants, while unobservable inputs are generally developed internally, utilizing management’s estimates and assumptions: • Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities. • Level 2 – Valuation is determined from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market. • Level 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability. When available, we use quoted market prices in active markets to determine fair value. We consider the principal market and nonperformance risk associated with our counterparties when determining the fair value measurement. Fair value measurements are used on a recurring basis for marketable securities, investments within the pension plan and hedging instruments, if any. |
Interest Rate Swap Agreements | Interest Rate Swap Agreements In October 2014, we entered into an interest rate swap agreement with Wells Fargo. In June, 2019, we amended the interest rate swap agreement to continue to hedge the Company's exposure to interest rate risk from the Term Note, and the subsequent Amended Term Note. See Note 8 (Line of Credit and Long-Term Debt) and Note 10 (Interest Rate Swap) of the Notes to Consolidated Financial Statements for further detail regarding this interest rate swap related to the Company's Credit Facility. We believe it is prudent at times to limit the variability of floating-rate interest payments and in the past have entered into interest rate swaps to manage those fluctuations. We recognize interest rate swap agreements as either an asset or liability on the balance sheet at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based on the hedged exposure, as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation. Our interest rate swap agreement is considered a cash flow hedge because it was designed to match the terms of the Term Loan, and the subsequent Amended Term Loan, as a hedge of the exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the earnings effect of the hedged transactions in a cash flow hedge. This interest rate swap agreement will be evaluated based on whether it is deemed highly effective in reducing our exposure to variable interest rates. We formally document all relationships between interest rate swap agreements and hedged items, including the method for evaluating effectiveness and the risk strategy. We make an assessment at the inception of each interest rate swap agreement and on a quarterly basis to determine whether these instruments are highly effective in offsetting changes in cash flows associated with the hedged items. If swaps qualify as highly effective, the changes in the fair values of the derivatives used as hedges would be reflected in accumulated other comprehensive income, or AOCI. Amounts classified in AOCI will be reclassified into earnings in the period during which the hedged transactions affect earnings. If swaps do not qualify as highly effective, the changes in fair values of derivatives used as hedges would be reflected in earnings. The fair value of each interest rate swap agreement is determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities (also referred to as “significant other observable inputs”). The fair values of our interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements. |
Variable Interest Entity | Variable Interest Entity We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. A primary beneficiary is defined as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could potentially be significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE. To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE. To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us. |
Credit Risk | Credit Risk The Company grants credit in the course of operations to co-ops, wineries, nut marketing companies, and lessees of the Company’s facilities. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Our commercial revenues are derived primarily from lease rental payments and operating expense reimbursements. If our client tenants fail to make rental payments under their lease, our financial condition, and cash flows could be adversely affected. We record an allowance for doubtful accounts based on our judgment of a tenant’s creditworthiness, ability to pay and probability of collection. Accounts are written off when they are deemed to be no longer collectible. During both years ended December 31, 2019 and 2018 , the Pastoria Energy Facility, L.L.C., or PEF power plant lease generated approximately 9% of our total revenues. We had no other customers account for 5% or more of our revenues from operations in 2018. The Company maintains its cash and cash equivalents in federally insured financial institutions. The account balances at these institutions periodically exceed FDIC insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant. |
Farm Inventories | Farm Inventories Costs of bringing crops to harvest are inventoried when incurred. Such costs are expensed when the crops are sold. Expenses are computed and recognized on an average cost per pound or per ton basis, as appropriate. Costs incurred during the current year related to the next year’s crop are inventoried and carried in inventory until the matching crop is harvested and sold. Farm inventories held for sale are valued at the lower of cost (first-in, first-out method) or market. |
Property and Equipment | Property and Equipment Property and equipment are stated on the basis of cost, except for land acquired upon organization in 1936, which is stated on the basis carried by the Company’s predecessor. Depreciation is computed using the straight-line method over the estimated useful lives of the various assets. |
Long-Term Water Assets | Long-Term Water Assets Long-term purchased water contracts are in place with the Tulare Lake Basin Water Storage District and the Dudley-Ridge Water Storage District. These contracts provide the Company with the right to receive water over the term of the contracts that expire in 2035. The Company also purchased a contract that allows and requires it to purchase 6,693 acre-feet of water each year from the Nickel Family LLC. The initial term of this contract runs through 2044. The purchase price of these contracts is being amortized under the straight-line basis over their contractual lives. Water contracts with the Wheeler Ridge Maricopa Water Storage District and the Tejon-Castac Water District are also in place, but were entered into with each district at inception and not purchased later from third parties, and therefore do not have a related financial value on the books of the Company. As a result, there is no amortization expense related to these contracts. |
Vineyards and Orchards | Vineyards and Orchards Costs of planting and developing vineyards and orchards are capitalized until the crops become commercially productive. Interest costs and depreciation of irrigation systems and trellis installations during the development stage are also capitalized. Revenues from crops earned during the development stage are netted against development costs. Depreciation commences when the crops become commercially productive. During the fourth quarter of 2019, the Company abandoned 313 acres of vineyards. As a result, the Company wrote off the $1,555,000 net book value related to these vineyards and other farming related assets which were previously included in the Property and equipment, net, line item within the Consolidated Balance Sheet. The $1,555,000 charge was recorded within the Other Income (Loss) line item within the Consolidated Statement of Operations. At the time farm crops are harvested, contracted, and delivered to buyers and revenues can be estimated, revenues are recognized and any related inventoried costs are expensed, which traditionally occurs during the third and fourth quarters of each year. It is not unusual for portions of our almond or pistachio crop to be sold in the year following the harvest. Orchard (almond and pistachio) revenues are based upon the contract settlement price or estimated selling price, whereas vineyard revenues are typically recognized at the contracted selling price. Estimated prices for orchard crops are based upon the quoted estimate of what the final market price will be by marketers and handlers of the orchard crops. These market price estimates are updated through the crop payment cycle as new information is received as to the final settlement price for the crop sold. These estimates are adjusted to actual upon receipt of final payment for the crop. This method of recognizing revenues on the sale of orchard crops is a standard practice within the agribusiness community. Adjustments for differences between estimates and actual revenues received are recorded during the period in which such amounts become known. |
Common Stock Options and Grants | Common Stock Options and Grants The Company accounts for stock incentive plans using the fair value method of accounting. The estimated fair value of the restricted stock grants and restricted stock units are expensed over the expected vesting period. For performance-based grants the Company makes estimates of the number of shares that will actually be granted based upon estimated ranges of success in meeting defined performance measures. Periodically, the Company updates its estimates and reflects any changes to the estimate in the consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets On a quarterly basis, we review current activities and changes in the business conditions of all of our operating properties prior to and subsequent to the end of each quarter to determine the existence of any triggering events requiring an impairment analysis. If triggering events are identified, we review an estimate of the future undiscounted cash flows for the properties, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Long-lived assets to be held and used, including our rental properties, CIP, real estate held for development and intangibles, are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable. The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment indicators or triggering events for long-lived assets to be held and used, including our rental properties, CIP, real estate held for development, and intangibles, are assessed by project and include significant fluctuations in estimated net operating income, occupancy changes, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, available market information, current and historical operating results, known trends, current market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that an impairment has occurred, a write-down is recognized to reduce the carrying amount to its estimated fair value. In addition, the Company accounts for long-lived assets to be disposed of at the lower of their carrying amounts or fair value less selling and disposal costs. |
Revenue Recognition | Revenue Recognition The Company’s revenue is primarily derived from lease revenue from our rental portfolio, royalty revenue from mineral leases, sales of farm crops, sales of water, and land sales. On January 1, 2018, the Company implemented ASU 2014-09 “Revenue with Contracts from Customers (Topic 606)" (ASC 606). ASU 2014-09 supersedes all previous revenue recognition guidance, including industry-specific guidance. The Company recognizes revenue by following the five-step model under ASC 606 to achieve the core principle that an entity recognizes 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. Sales of Real Estate Upon adoption of ASC 606, the Company is 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. Sales of Easements From time to time the Company sells easements over its land, and the easements are either in the form of rights of access granted for such things as utility corridors or are in the form of conservation easements that generally require the Company to divest its rights to commercially develop a portion of its land, but do not result in a change in ownership of the land or restrict the Company from continuing other revenue generating activities on the land. The Company recognizes easement sales revenue by following the five-step model under ASC 606. Allocation of Costs Related to Land Sales and Leases When the Company sells land within one of its real estate developments and has not completed all infrastructure development related to the total project, the Company estimates, at the time of sale, future costs of the development to determine the appropriate costs of sales for the sold land and the timing of recognition of the sale. In the calculation of cost of sales or allocations to leased land, the Company uses estimates and forecasts to determine total costs at completion of the development project. These estimates of final development costs can change as conditions in the market change and costs of construction change. Royalty Income Royalty revenues are contractually defined as to the percentage of royalty and are tied to production and market prices. The Company’s royalty arrangements generally require payment on a monthly basis with the payment based on the previous month’s activity. The Company accrues monthly royalty revenues based upon estimates and adjusts to actual as the Company receives payments. The accounting of royalty income remains largely unchanged upon implementation of ASC 606. Rental Income Rental income from leases is recognized on a straight-line basis over the respective lease terms. We classify amounts currently recognized as income, and amounts expected to be received in later years, as deferred rent in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Amounts received currently, but recognized as income in future years, are classified in trade accounts payable, accrued liabilities and other, and deferred income in the accompanying consolidated balance sheets. We commence recognition of rental income at the date the property is ready for its intended use, and the client tenant takes possession of or controls the physical use of the property. During the term of each lease, we monitor the credit quality of our tenants by (i) reviewing the credit rating of tenants that are rated by a nationally recognized credit rating agency, (ii) reviewing financial statements of the tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (iii) monitoring news reports regarding our tenants and their respective businesses, and (iv) monitoring the timeliness of lease payments. We have employees who are assigned the responsibility for assessing and monitoring the credit quality of our tenants and any material changes in credit quality. |
Environmental Expenditures | Environmental Expenditures Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the completion of a feasibility study or the Company’s commitment to a formal plan of action. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statement dates and the reported amounts of revenue and expenses during the reporting period. Due to uncertainties inherent in the estimation process, it is reasonably possible that actual results could differ from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-13, "Financial Instruments — Credit Losses (Topic 326)," changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. The ASU will be applied as a cumulative adjustment to retained earnings as of the effective date. In November 2019, the FASB issued ASU No. 2019-10, changing effective dates for the new standards to give implementation relief to certain types of entities. The Company is required to adopt the new standards no later than January 1, 2023 according to ASU 2019-10, with early application allowed. The Company adopted the new standards on January 1, 2020, and the adoption did not have any material impact on the Company's consolidated financial statements. The Company's accounts receivable balance is primarily composed of crop receivables. Based on the short-term nature of these contracts, historical experience with current customers and periodic credit evaluations of the customers' financial conditions, the Company believes its credit risk is minimal. With regards to marketable securities, the Company limits its investment to securities with investment grade ratings from Moody's or Standard and Poor's. As the Company doesn't have current intent to sell securities and it's more likely than not that the Company won't be required to sell securities before recovery of their amortized cost basis, the adoption of new standards did not have any material impact on its accounting of marketable securities. Fair Value of Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU removes certain disclosure requirements related to the fair value hierarchy, such as disclosure of amounts and reasons for transfers between Level 1 and Level 2, and adds new disclosure requirements, such as disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurement. For the Company, the new standard is effective on January 1, 2020. The Company does not expect this ASU to have any material impact on its consolidated financial statements, as the Company does not have financial instruments classified as Level 3. Retirement Benefits In August 2018, the FASB issued ASU No. 2018-14, "Changes to the Disclosure Requirements for Defined Benefit Plans." This ASU removes certain disclosure requirements, including the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. This ASU also requires additional disclosures for the weighted average interest crediting rates for cash balance plans and explanations for significant gains and losses related to changes in the benefit plan obligation. This ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect this ASU to have any material impact on its consolidated financial statements and related disclosures. New Accounting Pronouncements Adopted in 2019 Lease Accounting In February 2016, the FASB issued 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. Entities are prohibited from using a full retrospective transition approach to adopt this guidance, and a modified retrospective approach is required to be used for all leases that exist at or commence after the beginning of the earliest comparative period presented. Entities are permitted to elect a package of expedients where an entity need not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. In January 2018, the FASB issued ASU No. 2018-01, "Land Easement Practical Expedient for Transition to Topic 842," which permits entities to elect a transition practical expedient to not assess land easements that exist or expired before the adoption of the new standard in order to reduce the costs and complexity of complying with the transition provisions. If this practical expedient is elected, entities are effectively allowed to grandfather the accounting for easements entered into prior to the adoption of the new standards. In July 2018, the FASB issued ASU No. 2018-11, "Targeted Improvements to Leases (Topic 842)," which allows entities to not apply the new leases standard in the comparative periods they present in their financial statements. Under this transition option, entities can continue to apply the legacy guidance in the comparative periods presented in the year they adopt the new standard. ASU No. 2018-11 also provides a practical expedient for lessors to combine the lease and non-lease components under certain circumstances to simplify the lessor's implementation of the new guidance. The Accounting Standards Codification Topic 842: Leases, or ASC Topic 842, became effective on January 1, 2019. The Company adopted the new standards using the modified retrospective method on January 1, 2019. The optional transition method was elected during this transition, and comparative information is not restated and will continue to be reported under the legacy guidance. The Company also elected the package of practical expedients and will account for its existing leases under the new guidance without reassessing its prior conclusions of lease identification, lease classification and initial direct costs. Lessee Impact: The Company currently leases several office copiers under 48 -month lease terms. On January 1, 2019, an operating lease ROU asset and an operating lease liability were recorded on the consolidated balance sheets, both in the amount of $52,000 , as a result of adopting the new guidance. The $52,000 was determined by calculating the present value of the future annual cash lease payments using a discount rate of 4.11% . The 4.11% discount rate represents the Company's incremental borrowing rate as of January 1, 2019. The implementation of the new standards did not have any impact on the consolidated statements of operations or the opening balance of retained earnings on the consolidated statements of equity. Lessor Impact: The Company elected the land easement practical expedient upon adoption of the new guidance and is thus permitted to continue its current accounting policy for land easements that exist or expired before the effective date of the adoption. After the adoption date, the Company evaluates new or modified land easements under ASC Topic 842. Additionally, the Company elected the lessor's practical expedient and combined the lease and non-lease components due to the following criteria being met: (i) the timing and pattern of recognizing revenue for the lease components are the same as its associated non-lease components, (ii) the lease component, if accounted for separately, would be classified as an operating lease, and (iii) the lease component is the predominant component within the contract. The Company believes that combining the lease component, which is the lease revenue, and non-lease components such as common area maintenance revenue and provisions of real estate taxes and insurance, will provide more meaningful information as it is more reflective of the predominant component in the lease contracts. The Company does not expect significant differences in the timing and pattern of revenue recognition under the new lease guidance for all existing leases from the lessor's perspective. For new leases originated after the adoption date, the Company expects to capitalize less initial direct cost, as the definition of initial direct cost is narrower under the new guidance. Certain costs, such as legal costs incurred, were eligible for capitalization under the legacy guidance, but are no longer eligible for capitalization under the new standards. The amounts capitalized as legal costs have been de minimis in the past and would not have a material impact to the results of operations. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which amends the hedge accounting model and allows entities to better portray the economics of their risk management activities in their financial statements. This guidance eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as hedged item. The Company adopted ASU No. 2017-12 on January 1, 2019 using a modified retrospective approach. The Company utilizes an interest rate swap to hedge its exposure to variable interest rate associated with borrowings based on London Interbank Offered Rate (LIBOR). The Company does not expect the transition away from LIBOR to impact the designation of the interest rate swap. The interest rate swap is designated as a cash flow hedge, and the hedge has been highly effective since inception. Therefore, no cumulative effective adjustment of previously recognized ineffectiveness was required to be recorded as a result of adopting this new guidance. The adoption of this guidance did not have an impact on the Company's consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes." This ASU identified SOFR as the preferred reference rate alternative to LIBOR. The Company adopted this new guidance on January 1, 2019, and the adoption did not have an impact on the Company's consolidated financial statements. For a more detailed discussion of the benchmark interest rate, see Part I, Item 1A, "Risk Factors". Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU No. 2018-02, "Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which allows a reclassification from accumulated other comprehensive income, or AOCI, to retained earnings for stranded tax effects resulting from the U.S. government’s comprehensive tax legislation enacted in December 2017, commonly referred to as U.S. Tax Reform. The guidance became effective for the Company on January 1, 2019, and the Company adopted the provisions of the guidance as of the effective date. The Company did not make an election to reclassify the income tax effects of the U.S Tax Reform from AOCI to retained earnings. Disclosure Simplification In July 2019, the FASB issued ASU No. 2019-07, "Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)." This ASU clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations, thereby eliminating redundancies and making the codification easier to apply. This ASU was effective upon issuance and did not have a significant impact on the Company’s consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property and equipment and their respective useful lives | Our property and equipment and their respective estimated useful lives are as follow: ($ in thousands) Useful Life December 31, 2019 December 31, 2018 Vineyards and orchards 20 $ 52,853 $ 53,271 Machinery, furniture fixtures and other equipment 3 - 10 17,688 21,673 Buildings and improvements 10 - 27.5 8,819 8,893 Land and land improvements 15 7,731 7,848 Development in process 6,908 7,001 $ 93,999 $ 98,686 Less: accumulated depreciation (48,927 ) (52,600 ) $ 45,072 $ 46,086 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of weighted average number of shares outstanding | Twelve Months Ended December 31, 2019 2018 2017 Weighted average number of shares outstanding: Common stock 26,031,391 25,948,189 21,677,981 Common stock equivalents: stock options, grants 117,724 27,715 40,409 Diluted shares outstanding 26,149,115 25,975,904 21,718,390 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of available-for-sale securities | The following is a summary of available-for-sale securities at December 31: ($ in thousands) 2019 2018 Marketable Securities: Fair Value Hierarchy Cost Estimated Fair Value Cost Estimated Fair Value Certificates of deposit with unrecognized losses for less than 12 months $ 251 $ 250 $ 250 $ 248 with unrecognized losses for more than 12 months — — 3,861 3,812 with unrecognized gains 1,799 1,806 — — Total Certificates of deposit Level 1 2,050 2,056 4,111 4,060 U.S. Treasury and agency notes with unrecognized losses for less than 12 months 6,485 6,479 3,112 3,105 with unrecognized losses for more than 12 months — — 23,564 23,415 with unrecognized gains 14,413 14,434 3 4 Total U.S. Treasury and agency notes Level 2 20,898 20,913 26,679 26,524 Corporate notes with unrecognized losses for less than 12 months 1,004 1,002 13,696 13,665 with unrecognized losses for more than 12 months — — 12,542 12,431 with unrecognized gains 13,082 13,106 — — Total Corporate notes Level 2 14,086 14,108 26,238 26,096 Municipal notes with unrecognized losses for less than 12 months — — 2,994 2,982 with unrecognized losses for more than 12 months — — 4,116 4,087 with unrecognized gains 1,999 2,007 — — Total Municipal notes Level 2 1,999 2,007 7,110 7,069 $ 39,033 $ 39,084 $ 64,138 $ 63,749 |
Summary of maturities, at par, of marketable securities by year | The following tables summarize the maturities, at par, of marketable securities by year ($ in thousands): December 31, 2019 2020 2021 2022 Total Certificates of deposit $ 2,049 $ — $ — $ 2,049 U.S. Treasury and agency notes 20,393 502 — 20,895 Corporate notes 13,685 400 — 14,085 Municipal notes 2,000 — — 2,000 $ 38,127 $ 902 $ — $ 39,029 December 31, 2018 2019 2020 2021 Total Certificates of deposit $ 2,311 $ 1,799 $ — $ 4,110 U.S. Treasury and agency notes 17,574 9,174 — 26,748 Corporate notes 18,671 7,150 400 26,221 Municipal notes 5,111 2,000 — 7,111 $ 43,667 $ 20,123 $ 400 $ 64,190 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components of inventories | Inventories consisted of the following at December 31: ($ in thousands) 2019 2018 Farming inventories $ 2,444 $ 2,269 Other 348 349 $ 2,792 $ 2,618 |
Real Estate (Tables)
Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Schedule of Real Estate | Real estate consisted of the following as of December 31: ($ in thousands) 2019 2018 Real estate development Mountain Village $ 142,567 $ 137,571 Centennial 104,491 100,311 Grapevine 34,813 31,175 Tejon Ranch Commerce Center 15,710 14,328 Real estate development 297,581 283,385 Real estate and improvements - held for lease, net Tejon Ranch Commerce Center 21,435 21,327 Real estate and improvements - held for lease, net 21,435 21,327 Less accumulated depreciation (2,761 ) (2,374 ) Real estate and improvements - held for lease, net $ 18,674 $ 18,953 |
Long-Term Water Assets (Tables)
Long-Term Water Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of water revenues and cost of sales | Water revenues and cost of sales were as follows as of December 31: ($ in thousands) 2019 2018 2017 Acre-Feet Sold 4,482 9,442 939 Revenues $ 3,997 $ 9,142 $ 1,254 Cost of sales 3,194 3,864 765 Profit $ 803 $ 5,278 $ 489 |
Tangible water assets | Costs assigned to water assets held for future use were as follows ($ in thousands): December 31, 2019 December 31, 2018 Banked water and water for future delivery $ 25,265 $ 24,597 Transferable water 3,054 36 Total water held for future use at cost $ 28,319 $ 24,633 |
Schedule of finite-lived intangible assets | The Company's carrying amounts of its purchased water contracts were as follows ($ in thousands): December 31, 2019 December 31, 2018 Costs Accumulated Depreciation Costs Accumulated Depreciation Dudley-Ridge water rights $ 11,581 $ (4,342 ) $ 11,581 $ (3,860 ) Nickel water rights 18,740 (3,962 ) 18,740 (3,320 ) Tulare Lake Basin water rights 6,479 (2,660 ) 6,479 (2,421 ) $ 36,800 $ (10,964 ) $ 36,800 $ (9,601 ) Net cost of purchased water contracts 25,836 27,199 Total cost water held for future use 28,319 24,633 Net investments in water assets $ 54,155 $ 51,832 |
Components of water assets | Total water resources, including both recurring and one-time usage are: (in acre feet, unaudited) December 31, 2019 December 31, 2018 Water held for future use Company water bank 50,349 48,826 Transferable water * 3,252 500 Total water held for future use 53,601 49,326 Purchased water contracts Water Contracts (Dudley-Ridge, Nickel and Tulare) 10,137 10,137 WRMWSD - Contracts with Company 15,547 15,547 TCWD - Contracts with Company 5,749 5,749 TCWD - Banked water contracted to Company 60,555 52,547 Total purchased water contracts 91,988 83,980 Total water held for future use and purchased water contracts 145,589 133,306 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities and other consisted of the following as of December 31: ($ in thousands) 2019 2018 Accrued vacation $ 799 $ 761 Accrued paid personal leave 419 416 Accrued bonus 1,700 2,071 Other 545 327 $ 3,463 $ 3,575 |
Line of Credit and Long-term _2
Line of Credit and Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Components of debt | Debt consisted of the following as of December 31: ($ in thousands) 2019 2018 Notes payable $ 61,897 $ 65,901 Other borrowings — 14 Total short-term and long-term debt 61,897 65,915 Less line-of-credit and current maturities of long-term debt (4,182 ) (4,018 ) Less deferred loan costs (239 ) (117 ) Long-term debt, less current portion $ 57,476 $ 61,780 |
Summary of outstanding indebtedness and respective principal maturities | The following table summarizes our outstanding indebtedness and respective principal maturities as of December 31, ($ in thousands) 2020 2021 2022 2023 2024 Thereafter Total Term Loan $ 3,881 $ 4,051 $ 4,221 $ 4,429 $ 4,624 $ 37,562 $ 58,768 Promissory note 302 315 328 343 357 1,484 3,129 Total long-term debt $ 4,183 $ 4,366 $ 4,549 $ 4,772 $ 4,981 $ 39,046 $ 61,897 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other liabilities consist of the following as of December 31: ($ in thousands) 2019 2018 Pension liability (See Note 15) $ 1,790 $ 2,148 Interest rate swap liability (See Note 10) 1 2,716 — Supplemental executive retirement plan liability (See Note 15) 8,011 7,750 Other 2,938 2,800 $ 15,455 $ 12,698 1 The Company's interest rate swap had a liability balance as of December 31, 2019 as presented above. The Company's interest rate swap had an asset balance of $93,000 as of December 31, 2018 and was presented under the caption Other Assets on the Consolidated Balance Sheets. |
Interest Rate Swap (Tables)
Interest Rate Swap (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The Company had the following outstanding interest rate swap agreement designated as an interest rate cash flow hedge as of ($ in thousands): December 31, 2019 Effective Date Maturity Date Fair Value Hierarchy Weighted Average Interest Pay Rate Fair Value Notional Amount July 5, 2019 June 5, 2029 Level 2 4.16% $(2,716) $58,768 December 31, 2018 Effective Date Maturity Date Fair Value Hierarchy Weighted Average Interest Pay Rate Fair Value Notional Amount October 15, 2014 October 5, 2024 Level 2 4.11% $93 $62,483 |
Stock Compensation - Restrict_2
Stock Compensation - Restricted Stock and Performance Share Grants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of performance share grants with performance conditions | The following is a summary of the Company's performance share grants with performance conditions as of the year ended December 31, 2019 : Performance Share Grants with Performance Conditions Below threshold performance — Threshold performance 185,440 Target performance 370,862 Maximum performance 556,302 |
Summary of stock grant activity | The following is a summary of the Company’s stock grant activity, both time and performance unit grants, assuming target achievement for outstanding performance grants for the following twelve-month periods ended: December 31, 2019 December 31, 2018 December 31, 2017 Stock Grants Outstanding Beginning of the Year at Target Achievement 538,599 536,860 386,171 New Stock Grants/Additional shares due to achievement in excess of target 160,471 97,529 295,243 Vested Grants (188,032 ) (93,948 ) (99,769 ) Expired/Forfeited Grants (101,665 ) (1,842 ) (44,785 ) Stock Grants Outstanding at Target Achievement 409,373 538,599 536,860 |
Summary of stock compensation costs for employee and NDSI plans | The following table summarizes stock compensation costs for the Company's 1998 Stock Incentive Plan, or the Employee 1998 Plan, and NDSI Plan for the following periods: Employee 1998 Plan ($ in thousands): December 31, 2019 December 31, 2018 December 31, 2017 Expensed $ 2,667 $ 2,564 $ 2,889 Capitalized 760 1,232 555 3,427 3,796 3,444 NDSI Plan 531 684 663 $ 3,958 $ 4,480 $ 4,107 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of provision (benefit) for income taxes | The provision for income taxes consists of the following at December 31: ($ in thousands) 2019 2018 2017 Total (benefit) provision: $ 3,980 $ 1,320 $ (1,283 ) Federal: Current 1,798 862 (1,266 ) Deferred 866 64 255 2,664 926 (1,011 ) State: Current 812 353 (120 ) Deferred 504 41 (152 ) 1,316 394 (272 ) $ 3,980 $ 1,320 $ (1,283 ) |
Reconciliation of income tax expense from statutory Federal income tax rate | A reconciliation of the provision for income taxes, with the amount computed by applying the statutory Federal income tax rate of 21% in 2019 and 2018 and 34% for 2017 is as follows for the years ended December 31: ($ in thousands) 2019 2018 2017 Income tax at statutory rate $ 3,058 $ 1,171 $ (1,046 ) State income taxes, net of Federal benefit 948 317 (185 ) Oil and mineral depletion (131 ) (134 ) (180 ) Permanent differences 26 19 25 Excess stock compensation expense (57 ) (20 ) 107 U.S. Tax Reform adjustment — — 54 Other 136 (33 ) (58 ) Provision (benefit) for income taxes $ 3,980 $ 1,320 $ (1,283 ) Effective tax rate 27.3 % 23.8 % 41.3 % |
Components of net deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows at December 31: ($ in thousands) 2019 2018 Deferred income tax assets: Accrued expenses $ 349 $ 318 Deferred revenues 370 697 Capitalization of costs 1,843 1,937 Pension adjustment 2,883 2,937 Stock grant expense 2,500 2,674 State deferred taxes 116 25 Book deferred gains 1,176 941 Joint venture allocations 533 1,091 Provision for additional capitalized costs 699 699 Interest rate swap 810 — Other 39 155 Total deferred income tax assets $ 11,318 $ 11,474 Deferred income tax liabilities: Deferred gains $ 490 $ 32 Depreciation 2,892 3,100 Cost of sales allocations 872 872 Joint venture allocations 5,070 4,914 Straight line rent 590 611 Prepaid expenses 333 298 State deferred taxes 208 256 Interest rate swap — 28 Other 150 134 Total deferred income tax liabilities $ 10,605 $ 10,245 Net deferred income tax asset $ 713 $ 1,229 Allowance for deferred tax assets — — Net deferred taxes $ 713 $ 1,229 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of income from commercial rents included in real estate revenue | The following is a summary of income from commercial rents included in commercial/industrial real estate revenues as of December 31: 2019 2018 2017 Base rent $ 6,554,000 $ 6,444,000 $ 6,156,000 Percentage rent $ 1,024,000 $ 621,000 $ 677,000 |
Schedule of future minimum rental income | Future minimum rental income on commercial, communication and right-of-way on non-cancelable leases as of December 31, 2019 : 2020 2021 2022 2023 2024 Thereafter $ 6,481 $ 5,914 $ 5,608 $ 5,202 $ 5,061 $ 22,335 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Summary of changes in benefit obligations and plan assets | The following table sets forth changes in the plan's net benefit obligation and accumulated benefit information as of December 31: ($ in thousands) 2019 2018 Change in benefit obligation - Pension Benefit obligation at beginning of year $ 9,406 $ 10,099 Interest cost 389 365 Actuarial (gain)/assumption changes 1,161 (837 ) Benefits paid (246 ) (221 ) Settlements paid — — Benefit obligation and accumulated benefit obligation at end of year $ 10,710 $ 9,406 Change in Plan Assets Fair value of plan assets at beginning of year $ 7,258 $ 7,819 Actual return on plan assets 1,744 (505 ) Employer contribution 165 165 Benefits/expenses paid (247 ) (221 ) Fair value of plan assets at end of year $ 8,920 $ 7,258 Funded status - liability $ (1,790 ) $ (2,148 ) Amounts recorded in equity Net actuarial loss $ 3,027 $ 3,162 Total amount recorded $ 3,027 $ 3,162 Amount recorded, net taxes $ 2,180 $ 2,277 The following SERP benefit information is as of December 31: ($ in thousands) 2019 2018 Change in benefit obligation - SERP Benefit obligation at beginning of year $ 7,750 $ 7,759 Interest cost 303 268 Actuarial gain/assumption changes 486 267 Benefits paid (528 ) (544 ) Curtailments — — Benefit obligation and accumulated benefit obligation at end of year $ 8,011 $ 7,750 Funded status - liability $ (8,011 ) $ (7,750 ) ($ in thousands) 2019 2018 Amounts recorded in stockholders’ equity Net actuarial loss (gain) $ 2,402 $ 1,978 Total amount recorded $ 2,402 $ 1,978 Amount recorded, net taxes $ 1,730 $ 1,425 |
Schedule of other changes in plan assets and benefit obligations recognized in other comprehensive income | Other changes in benefit obligations recognized in other comprehensive income for 2019 and 2018 included the following components: ($ in thousands) 2019 2018 Net (gain) loss $ 486 $ 109 Recognition of net actuarial gain or (loss) (62 ) (66 ) Total changes $ 424 $ 43 Changes, net of taxes $ 305 $ 31 Other changes in plan assets and benefit obligations recognized in other comprehensive income include the following as of December 31: ($ in thousands) 2019 2018 Net loss (gain) $ (60 ) $ 253 Recognition of net actuarial loss (75 ) (64 ) Total changes $ (135 ) $ 189 Changes, net of taxes $ (97 ) $ 136 |
Summary of amounts expected to be recognized as component of net periodic pension costs during the next fiscal year | The Company expects to recognize the following amounts as a component of net periodic pension costs during the next fiscal year: Expected return on plan assets $ 643 Interest cost (338 ) Amortization of net gain/(loss) (68 ) Net periodic pension benefit/(cost) $ 237 The Company expects to recognize the following amounts as a component of net periodic pension costs during the next fiscal year ($ in thousands): Interest cost $ (229 ) Amortization of net (gain)/loss (86 ) Net periodic pension earnings/(cost) $ (315 ) |
Schedule of expected annual benefit payments | Based on actuarial estimates, it is expected that annual benefit payments from the pension trust will be as follows: 2020 2021 2022 2023 2024 Thereafter $ 276 $ 291 $ 296 $ 355 $ 365 $ 2,453 Based on actuarial estimates, it is expected that annual SERP benefit payments will be as follows ($ in thousands): 2020 2021 2022 2023 2024 Thereafter $ 527 $ 523 $ 518 $ 512 $ 478 $ 2,663 |
Schedule of fair value of plan assets by investment type | See the following table for fair value hierarchy by investment type at December 31: ($ in thousands) Fair Value Hierarchy 2019 2018 Pension Plan Assets: Cash and Cash Equivalents Level 1 $ 48 $ 95 Collective Funds Level 2 8,872 7,163 Fair value of plan assets $ 8,920 $ 7,258 |
Components of net periodic pension cost | Total pension and retirement expense was as follows for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Cost components: Service cost $ — $ — $ (15 ) Interest cost (389 ) (365 ) (386 ) Expected return on plan assets 522 585 531 Net amortization and deferral (75 ) (64 ) (122 ) Settlement recognition — — 47 Total net periodic pension earnings/(cost) $ 58 $ 156 $ 55 Total pension and retirement expense was as follows for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Cost components: Interest cost $ (303 ) $ (268 ) $ (287 ) Net amortization and other (62 ) (223 ) (211 ) Total net periodic pension earnings/(cost) $ (365 ) $ (491 ) $ (498 ) |
Reporting Segments and Relate_2
Reporting Segments and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of revenues, segment profits (losses) and net income (loss) | Information pertaining to operating results of the Company's reporting segments are as follows for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Revenues Real estate—commercial/industrial $ 16,792 $ 8,970 $ 9,001 Mineral resources 9,791 14,395 5,983 Farming 19,331 18,563 16,434 Ranch operations 3,609 3,691 3,837 Segment revenues 49,523 45,619 35,255 Equity in unconsolidated joint ventures, net 16,575 3,834 4,227 Investment income 1,239 1,344 462 Total revenues and other income 67,337 50,738 39,669 Segment Profits (Losses) Real estate—commercial/industrial 3,831 2,724 2,472 Real estate—resort/residential (2,247 ) (1,530 ) (1,955 ) Mineral resources 3,973 8,172 3,019 Farming 4,080 2,535 233 Ranch operations (1,707 ) (1,760 ) (1,574 ) Segment profits (1) 7,930 10,141 2,195 Equity in unconsolidated joint ventures, net 16,575 3,834 4,227 Investment income 1,239 1,344 462 Other income (1,824 ) (59 ) (275 ) Corporate expenses (9,361 ) (9,705 ) (9,713 ) Income from operations before income taxes $ 14,559 $ 5,555 $ (3,104 ) (1) Segment profits are revenues less operating expenses, excluding investment income and expense, corporate expenses, equity in earnings of unconsolidated joint ventures, and income taxes. |
Components of segment revenues | The following table summarizes revenues, expenses and operating results from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Mineral resources revenues $ 9,791 $ 14,395 $ 5,983 Mineral resources expenses $ 5,818 $ 6,223 $ 2,964 Operating results from mineral resources $ 3,973 $ 8,172 $ 3,019 The farming segment produces revenues from the sale of wine grapes, almonds, pistachios and hay. The following table summarizes revenues, expenses and operating results from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Farming revenues $ 19,331 $ 18,563 $ 16,434 Farming expenses $ 15,251 $ 16,028 $ 16,201 Operating results from farming $ 4,080 $ 2,535 $ 233 The following table summarizes revenues, expenses and operating results from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Ranch operations revenues $ 3,609 $ 3,691 $ 3,837 Ranch operations expenses $ 5,316 $ 5,451 $ 5,411 Operating results from ranch operations $ (1,707 ) $ (1,760 ) $ (1,574 ) The following table summarizes revenues, expenses and operating income from this segment for each of the years ended December 31: ($ in thousands) 2019 2018 2017 Commercial revenues $ 16,792 $ 8,970 $ 9,001 Equity in earnings of unconsolidated joint ventures 16,575 3,834 4,227 Commercial revenues and equity in earnings of unconsolidated joint ventures $ 33,367 $ 12,804 $ 13,228 Commercial expenses 12,961 6,246 6,529 Operating results from commercial and unconsolidated joint ventures $ 20,406 $ 6,558 $ 6,699 |
Schedule of information pertaining to assets of segments | Information pertaining to assets of the Company’s reporting segments is as follows for each of the years ended December 31: ($ in thousands) Identifiable Assets Depreciation and Amortization Capital Expenditures 2019 Real estate - commercial/industrial $ 76,814 $ 517 $ 8,690 Real estate - resort/residential 286,801 51 12,811 Mineral resources 55,049 1,371 37 Farming 41,258 1,909 3,362 Ranch operations 2,624 526 213 Corporate 76,876 662 109 Total $ 539,422 $ 5,036 $ 25,222 2018 Real estate - commercial/industrial $ 65,929 $ 651 $ 5,225 Real estate - resort/residential 273,620 58 13,459 Mineral resources 54,144 1,372 171 Farming 40,835 1,897 3,166 Ranch operations 2,973 536 102 Corporate 91,547 910 457 Total $ 529,048 $ 5,424 $ 22,580 2017 Real estate - commercial/industrial $ 63,065 $ 650 $ 4,638 Real estate - resort/residential 258,697 63 14,230 Mineral resources 48,305 1,363 356 Farming 36,317 2,080 2,129 Ranch operations 3,625 601 220 Corporate 108,190 932 136 Total $ 518,199 $ 5,689 $ 21,709 |
Investment in Unconsolidated _2
Investment in Unconsolidated and Consolidated Joint Ventures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Condensed statements of operations and balance sheet information of consolidated and unconsolidated joint ventures | Condensed balance sheet information and statement of operations of the Company’s unconsolidated joint ventures are as follows: Balance Sheet Information as of December 31: Joint Venture TRC Assets Borrowings Equity Investment In 2019 2018 2019 2018 2019 2018 2019 2018 Petro Travel Plaza Holdings, LLC $ 77,835 $ 69,096 $ (15,287 ) $ (15,283 ) $ 60,061 $ 51,377 $ 23,636 $ 18,426 Five West Parcel, LLC 694 15,157 — (9,173 ) 648 5,751 140 2,691 18-19 West, LLC 4,849 4,654 — — 4,600 4,654 1,730 1,783 TRCC/Rock Outlet Center, LLC 69,459 75,194 (38,909 ) (46,826 ) 29,688 27,531 6,781 5,702 TRC-MRC 1, LLC 28,673 29,692 (24,542 ) (25,030 ) 3,623 4,018 — — TRC-MRC 2, LLC 20,026 20,362 (24,455 ) (25,014 ) (7,094 ) (5,763 ) — — TRC-MRC 3, LLC 37,292 — (28,061 ) — 6,052 — 5,953 — Total $ 238,828 $ 214,155 $ (131,254 ) $ (121,326 ) $ 97,578 $ 87,568 $ 38,240 $ 28,602 Centennial Founders, LLC $ 96,415 $ 93,840 $ — $ — $ 96,143 $ 93,188 Consolidated Condensed Statement of Operations Information as of December 31: Joint Venture TRC Revenues Earnings(Loss) Equity in Earnings (Loss) 2019 2018 2017 2019 2018 2017 2019 2018 2017 Petro Travel Plaza Holdings, LLC $ 117,708 $ 119,083 $ 105,507 $ 14,684 $ 9,672 $ 10,418 $ 8,810 $ 5,803 $ 6,251 Five West Parcel, LLC 2,648 2,731 2,824 18,239 778 905 9,119 389 452 18-19 West, LLC 15 13 11 (107 ) (102 ) (97 ) (53 ) (51 ) (48 ) TRCC/Rock Outlet Center, LLC 1 6,278 6,418 9,615 (3,843 ) (4,645 ) (2,347 ) (1,921 ) (2,323 ) (1,173 ) TRC-MRC 1, LLC 3,067 1,323 — 91 (498 ) (3 ) 46 (249 ) (2 ) TRC-MRC 2, LLC 2 4,023 3,981 3,655 1,151 529 (2,505 ) 575 265 (1,253 ) TRC-MRC 3, LLC $ — $ — $ — $ (2 ) $ — $ — $ (1 ) $ — $ — $ 133,739 $ 133,549 $ 121,612 $ 30,213 $ 5,734 $ 6,371 $ 16,575 $ 3,834 $ 4,227 Centennial Founders, LLC $ 469 $ 297 $ 456 $ (20 ) $ (249 ) $ (144 ) Consolidated (1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $1.7 million, $1.7 million, and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. (2) Earnings for TRC-MRC2, LLC include non-cash amortization of purchase accounting adjustments related to in-place leases of $0.2 million, $0.8 million and $4.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Unaudited Quarterly Operating_2
Unaudited Quarterly Operating Results (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly operating results | The following is a tabulation of unaudited quarterly operating results for the years indicated: ($ in thousands, except per share) Total Revenue 1 Segment Profit (Loss) Net Income (Loss) Net Income (Loss) attributable to Common Stockholders Net Income (Loss) Per Share Net Income (Loss), Per Share attributable to Common Stockholders 2 2019 First Quarter $ 11,011 $ 1,442 $ 124 $ 119 $ — $ — Second Quarter 9,275 895 709 707 0.03 0.03 Third Quarter 9,951 (708 ) 37 47 — — Fourth Quarter 20,525 6,301 9,709 9,707 0.37 0.37 $ 50,762 $ 7,930 $ 10,579 $ 10,580 2018 First Quarter $ 13,752 $ 4,277 $ 1,455 $ 1,457 $ 0.06 $ 0.06 Second Quarter 5,416 115 (1,013 ) (997 ) (0.04 ) (0.04 ) Third Quarter 15,783 4,815 3,487 3,488 0.13 0.13 Fourth Quarter 12,012 934 306 307 0.01 0.01 $ 46,963 $ 10,141 $ 4,235 $ 4,255 (1) Includes investment income. (2) Net income (loss) per share on a diluted basis. Quarterly rounding of per share amounts can result in a variance from the reported annual amount. The fourth quarter 2019 amount includes gain realized by Five West Parcel LLC joint venture on building sale (see Note 17). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - The Company (Details) a in Thousands | 12 Months Ended | |||
Dec. 31, 2019segmentjoint_venturemi | Dec. 31, 2019variable_interest_entity | Dec. 31, 2019a | Dec. 31, 2018variable_interest_entity | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Business segments | segment | 5 | |||
Area of land | a | 270 | |||
Number of joint ventures | 8 | 2 | 2 | |
Los Angeles, California | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Distance from city | 60 | |||
Bakersfield, California | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Distance from city | 15 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer concentration risk | Revenue | Pastoria Energy Facility, LLC | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 9.00% | 9.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)acre ft | Dec. 31, 2018USD ($) | Dec. 31, 2013acre ft | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 93,999 | $ 98,686 | |
Less: accumulated depreciation | (48,927) | (52,600) | |
Property and equipment, net | $ 45,072 | 46,086 | |
DMB Pacific LLC | Transferable water | |||
Property, Plant and Equipment [Line Items] | |||
Long-term water assets (Volume) | acre ft | 6,693 | 6,693 | |
Vineyards and orchards | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life | 20 years | ||
Property and equipment, gross | $ 52,853 | 53,271 | |
Machinery, furniture fixtures and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 17,688 | 21,673 | |
Machinery, furniture fixtures and other equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life | 3 years | ||
Machinery, furniture fixtures and other equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life | 10 years | ||
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,819 | 8,893 | |
Buildings and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life | 10 years | ||
Buildings and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life | 27 years 6 months | ||
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life | 15 years | ||
Property and equipment, gross | $ 7,731 | 7,848 | |
Development in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,908 | $ 7,001 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Vineyards and Orchards (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($)a | Dec. 31, 2019USD ($)a | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Revenue from External Customer [Line Items] | ||||
Acres of vineyards abandoned | a | 313 | 313 | ||
Net book value related to vineyards and other farming related assets | $ 45,072 | $ 45,072 | $ 46,086 | |
Abandonment expense | 1,555 | 1,604 | 0 | $ 0 |
Farming revenue adjustments for differences between original estimates and actual revenues received | 3,746 | $ 111 | 1,804 | |
Almonds | ||||
Revenue from External Customer [Line Items] | ||||
Farming revenue adjustments for differences between original estimates and actual revenues received | (61) | 352 | ||
Pistachios | ||||
Revenue from External Customer [Line Items] | ||||
Farming revenue adjustments for differences between original estimates and actual revenues received | 3,807 | $ 1,452 | ||
Vineyards and Other Farming Related Assets | ||||
Revenue from External Customer [Line Items] | ||||
Net book value related to vineyards and other farming related assets | $ 1,555 | $ 1,555 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Environmental Expenditures (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Liabilities for environmental costs | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease term | 48 months | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use asset | $ 52 | |
Operating Lease, Liability | $ 52,000 | |
Discount rate for future annual cash lease payments | 4.11% |
Equity - Earnings Per Share (EP
Equity - Earnings Per Share (EPS) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Common stock (in shares) | 26,031,391 | 25,948,189 | 21,677,981 |
Common stock equivalents-stock options, grants (in shares) | 117,724 | 27,715 | 40,409 |
Diluted shares outstanding (in shares) | 26,149,115 | 25,975,904 | 21,718,390 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 27, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity Note [Abstract] | ||||
Net proceeds from rights offering | $ 89,701 | $ 0 | $ (166) | $ 89,867 |
Rights offering, net (in shares) | 5,000,596 | |||
Exercise price (in dollars per share) | $ 18 |
Marketable Securities - Summary
Marketable Securities - Summary of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized gains | $ 60 | |
Cost | ||
Debt Securities, Available-for-sale [Line Items] | ||
Total Available-for-sale Securities | 39,033 | $ 64,138 |
Cost | Certificates of deposit | Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 251 | 250 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 3,861 |
Marketable Securities with unrecognized gains | 1,799 | 0 |
Total Available-for-sale Securities | 2,050 | 4,111 |
Cost | U.S. Treasury and agency notes | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 6,485 | 3,112 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 23,564 |
Marketable Securities with unrecognized gains | 14,413 | 3 |
Total Available-for-sale Securities | 20,898 | 26,679 |
Cost | Corporate notes | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 1,004 | 13,696 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 12,542 |
Marketable Securities with unrecognized gains | 13,082 | 0 |
Total Available-for-sale Securities | 14,086 | 26,238 |
Cost | Municipal notes | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 0 | 2,994 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 4,116 |
Marketable Securities with unrecognized gains | 1,999 | 0 |
Total Available-for-sale Securities | 1,999 | 7,110 |
Estimated Fair Value | ||
Debt Securities, Available-for-sale [Line Items] | ||
Total Available-for-sale Securities | 39,084 | 63,749 |
Estimated Fair Value | Certificates of deposit | Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 250 | 248 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 3,812 |
Marketable Securities with unrecognized gains | 1,806 | 0 |
Total Available-for-sale Securities | 2,056 | 4,060 |
Estimated Fair Value | U.S. Treasury and agency notes | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 6,479 | 3,105 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 23,415 |
Marketable Securities with unrecognized gains | 14,434 | 4 |
Total Available-for-sale Securities | 20,913 | 26,524 |
Estimated Fair Value | Corporate notes | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 1,002 | 13,665 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 12,431 |
Marketable Securities with unrecognized gains | 13,106 | 0 |
Total Available-for-sale Securities | 14,108 | 26,096 |
Estimated Fair Value | Municipal notes | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable Securities with unrecognized losses for less than 12 months | 0 | 2,982 |
Marketable Securities with unrecognized losses for more than 12 months | 0 | 4,087 |
Marketable Securities with unrecognized gains | 2,007 | 0 |
Total Available-for-sale Securities | $ 2,007 | $ 7,069 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Fair market value of investment securities exceeds cost basis | $ 51 |
Gross unrealized holding gains | 60 |
Gross unrealized holding losses | 9 |
Securities, Available-for-Sale | 440 |
Estimated taxes of change in value of available-for-sale securities | $ 123 |
Marketable Securities - Availab
Marketable Securities - Available-for-sale Securities by Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of maturities, at par, of marketable securities | ||
2019 | $ 38,127 | $ 43,667 |
2020 | 902 | 20,123 |
2021 | 0 | 400 |
Total | 39,029 | 64,190 |
Certificates of deposit | ||
Summary of maturities, at par, of marketable securities | ||
2019 | 2,049 | 2,311 |
2020 | 0 | 1,799 |
2021 | 0 | 0 |
Total | 2,049 | 4,110 |
U.S. Treasury and agency notes | ||
Summary of maturities, at par, of marketable securities | ||
2019 | 20,393 | 17,574 |
2020 | 502 | 9,174 |
2021 | 0 | 0 |
Total | 20,895 | 26,748 |
Corporate notes | ||
Summary of maturities, at par, of marketable securities | ||
2019 | 13,685 | 18,671 |
2020 | 400 | 7,150 |
2021 | 0 | 400 |
Total | 14,085 | 26,221 |
Municipal notes | ||
Summary of maturities, at par, of marketable securities | ||
2019 | 2,000 | 5,111 |
2020 | 0 | 2,000 |
2021 | 0 | 0 |
Total | $ 2,000 | $ 7,111 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories consist of: | ||
Farming inventories | $ 2,444 | $ 2,269 |
Other | 348 | 349 |
Inventories | $ 2,792 | $ 2,618 |
Real Estate - Schedule of Real
Real Estate - Schedule of Real Estate (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Real estate development | $ 297,581 | $ 283,385 |
Real estate and improvements - held for lease, net | 21,435 | 21,327 |
Less accumulated depreciation | (2,761) | (2,374) |
Real estate and improvements - held for lease, net | 18,674 | 18,953 |
Mountain Village | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 142,567 | 137,571 |
Centennial | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 104,491 | 100,311 |
Grapevine | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 34,813 | 31,175 |
Tejon Ranch Commerce Center | ||
Property, Plant and Equipment [Line Items] | ||
Real estate development | 15,710 | 14,328 |
Real estate and improvements - held for lease, net | $ 21,435 | $ 21,327 |
Long-Term Water Assets - Additi
Long-Term Water Assets - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2019$ / acre ftacre ft | Dec. 31, 2015acre 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 | ||||
AVEK | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
AVEK water bank (in acre-feet) | 6,393 | 8,393 | |||
SWP contracts | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
AVEK water for future delivery (in acre-feet) | 3,444 | ||||
DMB Pacific LLC | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
Contract renewal optional term | 35 years | ||||
Consumer price per acre (per acre-foot) | $ / acre ft | 769 | ||||
DMB Pacific LLC | Maximum | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
Annual fee increase, percent | 3.00% | ||||
DMB Pacific LLC | Transferable water | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
Long-term water assets (Volume) (in acre-feet) | 6,693 | 6,693 | |||
PEF | Transferable water | Ranchcorp | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
Consumer price per acre (per acre-foot) | $ / acre ft | 1,120 | ||||
Annual fee increase, percent | 3.00% | ||||
Annual option payment, percent | 30.00% | ||||
PEF | Transferable water | Maximum | 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 |
Long-Term Water Assets - Revenu
Long-Term Water Assets - Revenues and Cost of Sales (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)acre ft | Dec. 31, 2018USD ($)acre ft | Dec. 31, 2017USD ($)acre ft | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Acre-Feet Sold (in acre-feet) | acre ft | 4,482 | 9,442 | 939 |
Revenues | $ 3,997 | $ 9,142 | $ 1,254 |
Cost of sales | 3,194 | 3,864 | 765 |
Profit | $ 803 | $ 5,278 | $ 489 |
Long-Term Water Assets - Tangib
Long-Term Water Assets - Tangible Water Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long Lived Assets Held For Sale [Line Items] | ||
Total water held for future use at cost | $ 28,319 | $ 24,633 |
Banked water and water for future delivery | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total water held for future use at cost | 25,265 | 24,597 |
Transferable water | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total water held for future use at cost | $ 3,054 | $ 36 |
Long-Term Water Assets - Intang
Long-Term Water Assets - Intangible Water Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Costs | $ 36,800 | $ 36,800 |
Accumulated Depreciation | (10,964) | (9,601) |
Net cost of purchased water contracts | 25,836 | 27,199 |
Total cost water held for future use | 28,319 | 24,633 |
Net investment in water assets | 54,155 | 51,832 |
Contract-based intangible assets | Dudley-Ridge water rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Costs | 11,581 | 11,581 |
Accumulated Depreciation | (4,342) | (3,860) |
Contract-based intangible assets | Nickel water rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Costs | 18,740 | 18,740 |
Accumulated Depreciation | (3,962) | (3,320) |
Contract-based intangible assets | Tulare Lake Basin water rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Costs | 6,479 | 6,479 |
Accumulated Depreciation | $ (2,660) | $ (2,421) |
Long-Term Water Assets - Volume
Long-Term Water Assets - Volume of Water Assets (Details) - acre ft | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2009 | Dec. 31, 2008 |
Water held for future use | ||||
Purchased water contracts | 10,137 | 10,137 | ||
Total purchased water contracts | 91,988 | 83,980 | ||
Total water held for future use and purchased water contracts | 145,589 | 133,306 | ||
AVEK | ||||
Water held for future use | ||||
AVEK water bank | 6,393 | 8,393 | ||
Company water bank | 50,349 | 48,826 | ||
Transferable water | 3,252 | 500 | ||
Total water held for future use | 53,601 | 49,326 | ||
Wheeler Ridge Maricopa Water Storage District | ||||
Water held for future use | ||||
Purchased water contracts | 15,547 | |||
Tejon-Castac Water District | ||||
Water held for future use | ||||
Total water held for future use | 60,555 | 52,547 | ||
Purchased water contracts | 5,749 | 5,749 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 799 | $ 761 |
Accrued paid personal leave | 419 | 416 |
Accrued bonus | 1,700 | 2,071 |
Other | 545 | 327 |
Total | $ 3,463 | $ 3,575 |
Line of Credit and Long-term _3
Line of Credit and Long-term Debt - Components of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt consists of: | ||
Notes payable | $ 61,897 | $ 65,901 |
Other borrowings | 0 | 14 |
Total short-term and long-term debt | 61,897 | 65,915 |
Less line-of-credit and current maturities of long-term debt | (4,182) | (4,018) |
Less deferred loan costs | (239) | (117) |
Long-term debt, less current portion | $ 57,476 | $ 61,780 |
Line of Credit and Long-term _4
Line of Credit and Long-term Debt - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2013USD ($) | Dec. 31, 2019USD ($)covenant | Sep. 30, 2019USD ($) | Aug. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||
Long-term debt | $ 61,897,000 | ||||
Interest pay rate | 4.16% | ||||
Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit amount | $ 35,000,000 | $ 30,000,000 | |||
RLC outstanding balance | $ 0 | $ 0 | |||
Commitment fee percentage | 0.01% | ||||
Number of covenants | covenant | 3 | ||||
Debt equity ratio | 0.75 | ||||
Debt service coverage ratio | 1.25 | ||||
Liquid assets | $ 20,000,000 | ||||
Revolving credit facility | Selected LIBOR rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Revolving credit facility | LIBOR for a fixed rate term | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Medium-term notes | |||||
Line of Credit Facility [Line Items] | |||||
Long-term debt | $ 58,768,000 | $ 62,483,000 | |||
Medium-term notes | Selected LIBOR rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.17% | ||||
Promissory note | |||||
Line of Credit Facility [Line Items] | |||||
Long-term debt | $ 3,129,000 | ||||
Face amount | $ 4,750,000 | ||||
Stated percentage | 4.25% | ||||
Monthly principal and interest payments | $ 36,000 |
Line of Credit and Long-term _5
Line of Credit and Long-term Debt - Outstanding Indebtedness and Respective Principal Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of Long-term Debt [Abstract] | |
2020 | $ 4,183 |
2021 | 4,366 |
2022 | 4,549 |
2023 | 4,772 |
2024 | 4,981 |
Thereafter | 39,046 |
Total | 61,897 |
Term Loan | |
Maturities of Long-term Debt [Abstract] | |
2020 | 3,881 |
2021 | 4,051 |
2022 | 4,221 |
2023 | 4,429 |
2024 | 4,624 |
Thereafter | 37,562 |
Total | 58,768 |
Promissory note | |
Maturities of Long-term Debt [Abstract] | |
2020 | 302 |
2021 | 315 |
2022 | 328 |
2023 | 343 |
2024 | 357 |
Thereafter | 1,484 |
Total | $ 3,129 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Interest rate swap liability | $ 2,716 | $ 0 |
Other | 2,938 | 2,800 |
Other liabilities | 15,455 | 12,698 |
Interest Rate Swap | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Interest rate swap asset balance | 93 | |
Pension plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Pension and supplemental executive retirement plan liability | 1,790 | 2,148 |
SERP | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Pension and supplemental executive retirement plan liability | $ 8,011 | $ 7,750 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | |||
Weighted Average Interest Pay Rate | 4.16% | ||
Interest Rate Swap | Level 2 | Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Weighted Average Interest Pay Rate | 4.16% | ||
Fair Value | $ (2,716) | ||
Notional Amount | $ 58,768 | ||
Interest Rate Swap | Level 2 | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Weighted Average Interest Pay Rate | 4.11% | ||
Fair Value | $ 93 | ||
Notional Amount | $ 62,483 |
Stock Compensation - Restrict_3
Stock Compensation - Restricted Stock and Performance Share Grants - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)award_type | |
Share-based Payment Arrangement [Abstract] | |
Number of types of awards | award_type | 3 |
Compensation cost not yet recognized | $ | $ 3,054 |
Weighted-average recognition period of compensation cost | 18 months |
Stock Compensation - Restrict_4
Stock Compensation - Restricted Stock and Performance Share Grants - Performance Share Grants (Details) - Performance share grants | 12 Months Ended |
Dec. 31, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Below threshold performance (in shares) | 0 |
Threshold performance (in shares) | 185,440 |
Target performance (in shares) | 370,862 |
Maximum performance (in shares) | 556,302 |
Stock Compensation - Restrict_5
Stock Compensation - Restricted Stock and Performance Share Grants - Stock Grant Activity (Details) - Stock Grants - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of stock grant activity: | |||
Stock grants outstanding beginning of the year at target achievement (in shares) | 538,599 | 536,860 | 386,171 |
New stock grants/additional shares due to achievement in excess of target (in shares) | 160,471 | 97,529 | 295,243 |
Vested grants (in shares) | (188,032) | (93,948) | (99,769) |
Expired/forfeited grants (in shares) | (101,665) | (1,842) | (44,785) |
Stock grants outstanding at target achievement (in shares) | 409,373 | 538,599 | 536,860 |
Stock Compensation - Restrict_6
Stock Compensation - Restricted Stock and Performance Share Grants - Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation costs | $ 3,958 | $ 4,480 | $ 4,107 |
1998 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation costs, expensed | 2,667 | 2,564 | 2,889 |
Stock compensation costs, capitalized | 760 | 1,232 | 555 |
Stock compensation costs | 3,427 | 3,796 | 3,444 |
NDSI Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation costs, expensed | $ 531 | $ 684 | $ 663 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal: | |||
Current | $ 1,798 | $ 862 | $ (1,266) |
Deferred | 866 | 64 | 255 |
Federal | 2,664 | 926 | (1,011) |
State: | |||
Current | 812 | 353 | (120) |
Deferred | 504 | 41 | (152) |
State | 1,316 | 394 | (272) |
Provision (benefit) for income taxes | $ 3,980 | $ 1,320 | $ (1,283) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense from Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Difference between total income tax expense and the amount computed by applying the statutory Federal income tax rate to income before taxes: | |||
Income tax at statutory rate | $ 3,058 | $ 1,171 | $ (1,046) |
State income taxes, net of Federal benefit | 948 | 317 | (185) |
Oil and mineral depletion | (131) | (134) | (180) |
Permanent differences | 26 | 19 | 25 |
Excess stock compensation expense | (57) | (20) | 107 |
U.S. Tax Reform adjustment | 0 | 0 | 54 |
Other | 136 | (33) | (58) |
Provision (benefit) for income taxes | $ 3,980 | $ 1,320 | $ (1,283) |
Effective tax rate | 27.30% | 23.80% | 41.30% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Accrued expenses | $ 349 | $ 318 |
Deferred revenues | 370 | 697 |
Capitalization of costs | 1,843 | 1,937 |
Pension adjustment | 2,883 | 2,937 |
Stock grant expense | 2,500 | 2,674 |
State deferred taxes | 116 | 25 |
Book deferred gains | 1,176 | 941 |
Joint venture allocations | 533 | 1,091 |
Provision for additional capitalized costs | 699 | 699 |
Interest rate swap | 810 | 0 |
Other | 39 | 155 |
Total deferred income tax assets | 11,318 | 11,474 |
Deferred income tax liabilities: | ||
Deferred gains | 490 | 32 |
Depreciation | 2,892 | 3,100 |
Cost of sales allocations | 872 | 872 |
Joint venture allocations | 5,070 | 4,914 |
Straight line rent | 590 | 611 |
Prepaid expenses | 333 | 298 |
State deferred taxes | 208 | 256 |
Interest rate swap | 0 | 28 |
Other | 150 | 134 |
Total deferred income tax liabilities | 10,605 | 10,245 |
Net deferred income tax asset | 713 | 1,229 |
Allowance for deferred tax assets | 0 | 0 |
Net deferred taxes | $ 713 | $ 1,229 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. tax reform adjustment | $ 0 | $ 0 | $ 54,000 |
Income tax payments | 4,645,000 | 0 | |
Federal tax refunds received | $ 1,345,000 | $ 164,000 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of income from commercial rents included in real estate revenue: | |||
Base rent | $ 6,554,000 | $ 6,444,000 | $ 6,156,000 |
Percentage rent | 1,024,000 | $ 621,000 | $ 677,000 |
Future minimum rental income on commercial, communication and right-of-way leases: | |||
2020 | 6,481,000 | ||
2021 | 5,914,000 | ||
2022 | 5,608,000 | ||
2023 | 5,202,000 | ||
2024 | 5,061,000 | ||
Thereafter | $ 22,335,000 | ||
Maximum | |||
Property Subject to or Available for Operating Lease [Line Items] | |||
Commercial lease agreements, contract terms | 30 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2015participant | Jun. 30, 2014 | Dec. 31, 2019USD ($)afacilityacre ft | Dec. 31, 2018USD ($) | Dec. 31, 2013acre ft | Jun. 03, 2010a | |
Commitment and Contingencies Disclosure [Line Items] | ||||||
Amount paid for water contracts | $ 10,027,000 | |||||
Contract renewal optional term | 35 years | |||||
Contractual obligation for future water payments | $ 269,065,000 | |||||
Estimated future minimum annual payments | $ 800,000 | |||||
Measurement period from entitlement achievement date | 5 years | |||||
Number of community facility districts | facility | 2 | |||||
Letter of credit period | 2 years | |||||
Letter of credit renewal period | 2 years | |||||
Annual cost related to letter of credit | $ 239,000 | $ 117,000 | ||||
Special taxes paid | $ 2,569,000 | |||||
Settled Litigation | Antelope Valley Groundwater Cases | ||||||
Commitment and Contingencies Disclosure [Line Items] | ||||||
Number of parties settled (more than) | participant | 140 | |||||
Percent of water used within the adjudication boundary | 99.00% | |||||
West CFD | ||||||
Commitment and Contingencies Disclosure [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 | ||||||
Commitment and Contingencies Disclosure [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 | |||||
Standby letter of credit | ||||||
Commitment and Contingencies Disclosure [Line Items] | ||||||
Letters of credit outstanding amount | 4,468,000 | |||||
Annual cost related to letter of credit | $ 68,000 | |||||
DMB Pacific LLC | ||||||
Commitment and Contingencies Disclosure [Line Items] | ||||||
Contract renewal optional term | 35 years | |||||
DMB Pacific LLC | Transferable water | ||||||
Commitment and Contingencies Disclosure [Line Items] | ||||||
Long-term water assets (Volume) | acre ft | 6,693 | 6,693 | ||||
Kern County Water Agency | ||||||
Commitment and Contingencies Disclosure [Line Items] | ||||||
Acres of Land Transferred | a | 20,000 |
Retirement Plans - Change in Be
Retirement Plans - Change in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Pension plan | |||
Change in benefit obligation - Pension | |||
Benefit obligation at beginning of year | $ 9,406 | $ 10,099 | |
Service cost | 0 | 0 | $ 15 |
Interest cost | 389 | 365 | 386 |
Actuarial (gain)/assumption changes | (1,161) | 837 | |
Benefits paid | (246) | (221) | |
Settlements paid | 0 | 0 | |
Benefit obligation and accumulated benefit obligation at end of year | 10,710 | 9,406 | 10,099 |
Accumulated benefit obligation at end of year | 10,710 | 9,406 | |
Change in Plan Assets | |||
Fair value of plan assets at beginning of year | 7,258 | 7,819 | |
Actual return on plan assets | 1,744 | (505) | |
Employer contribution | 165 | 165 | |
Benefits/expenses paid | (247) | (221) | |
Fair value of plan assets at end of year | 8,920 | 7,258 | 7,819 |
Funded status - liability | (1,790) | (2,148) | |
Amounts recorded in stockholders’ equity | |||
Net actuarial loss | 3,027 | 3,162 | |
Total amount recorded | 3,027 | 3,162 | |
Amount recorded, net taxes | 2,180 | 2,277 | |
SERP | |||
Change in benefit obligation - Pension | |||
Benefit obligation at beginning of year | 7,750 | 7,759 | |
Interest cost | 303 | 268 | 287 |
Actuarial (gain)/assumption changes | 486 | 267 | |
Benefits paid | (528) | (544) | |
Curtailments | 0 | 0 | |
Benefit obligation and accumulated benefit obligation at end of year | 8,011 | 7,750 | $ 7,759 |
Accumulated benefit obligation at end of year | 8,011 | 7,750 | |
Change in Plan Assets | |||
Funded status - liability | (8,011) | (7,750) | |
Amounts recorded in stockholders’ equity | |||
Net actuarial loss | 2,402 | 1,978 | |
Total amount recorded | 2,402 | 1,978 | |
Amount recorded, net taxes | $ 1,730 | $ 1,425 |
Retirement Plans - Changes in P
Retirement Plans - Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pension plan | ||
Other changes in plan assets and benefit obligations recognized in other comprehensive income: | ||
Net loss (gain) | $ (60) | $ 253 |
Recognition of net actuarial gain or (loss) | (75) | (64) |
Total changes | (135) | 189 |
Changes, net of taxes | (97) | 136 |
SERP | ||
Other changes in plan assets and benefit obligations recognized in other comprehensive income: | ||
Net loss (gain) | 486 | 109 |
Recognition of net actuarial gain or (loss) | (62) | (66) |
Total changes | 424 | 43 |
Changes, net of taxes | $ 305 | $ 31 |
Retirement Plans - Amounts Expe
Retirement Plans - Amounts Expected to be Recognized as Components of Net Periodic Pension Costs (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Amounts expected to be recognized as component of net periodic pension costs during the next fiscal year: | |
Net periodic pension benefit/(cost) | $ (315) |
Pension plan | |
Amounts expected to be recognized as component of net periodic pension costs during the next fiscal year: | |
Expected return on plan assets | 643 |
Interest cost | (338) |
Amortization of net gain/(loss) | (68) |
Net periodic pension benefit/(cost) | 237 |
SERP | |
Amounts expected to be recognized as component of net periodic pension costs during the next fiscal year: | |
Interest cost | (229) |
Amortization of net gain/(loss) | $ (86) |
Retirement Plans - Expected Ann
Retirement Plans - Expected Annual Benefit Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Pension plan | |
Expected annual benefit payments based on actuarial estimates: | |
2020 | $ 276 |
2021 | 291 |
2022 | 296 |
2023 | 355 |
2024 | 365 |
Thereafter | 2,453 |
SERP | |
Expected annual benefit payments based on actuarial estimates: | |
2020 | 527 |
2021 | 523 |
2022 | 518 |
2023 | 512 |
2024 | 478 |
Thereafter | $ 2,663 |
Retirement Plans - Fair Value o
Retirement Plans - Fair Value of Plan Assets by Investment Type (Details) - Pension plan - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 8,920 | $ 7,258 | $ 7,819 |
Cash and Cash Equivalents | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 48 | 95 | |
Collective Funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 8,872 | $ 7,163 |
Retirement Plans - Net Periodic
Retirement Plans - Net Periodic Pension Cost - Pension Plan (Details) - Pension plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cost components: | |||
Service cost | $ 0 | $ 0 | $ (15) |
Interest cost | (389) | (365) | (386) |
Expected return on plan assets | 522 | 585 | 531 |
Net amortization and deferral | (75) | (64) | (122) |
Settlement recognition | 0 | 0 | 47 |
Total net periodic pension earnings/(cost) | $ 58 | $ 156 | $ 55 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Average service period | 5 years | |||
Comprehensive loss position | $ 404 | $ (135) | $ 189 | $ (404) |
Pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Estimated contribution to the pension plan | $ 165 | |||
Assumptions used in determining periodic pension cost: | ||||
Rate of increase in periodic pension costs | 3.20% | 4.20% | ||
Expected long-term rate of return on plan assets | 7.30% | 7.50% | ||
Pension plan | Equities | ||||
Current investment policy targets: | ||||
Current investment mix | 66.00% | 64.00% | ||
Pension plan | Debt | ||||
Current investment policy targets: | ||||
Current investment mix | 33.00% | 35.00% | ||
Pension plan | Money market funds | ||||
Current investment policy targets: | ||||
Current investment mix | 1.00% | 1.00% | ||
SERP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Comprehensive loss position | $ 328 | $ 424 | $ 43 | $ (328) |
Assumptions used in determining actuarial present value of projected benefits obligation: | ||||
Weighted-average discount rate | 2.95% | 4.05% | 3.40% | |
Rate of increase in future compensation levels | 0.00% | 0.00% | 0.00% |
Retirement Plans Retirement Pla
Retirement Plans Retirement Plans - Net Periodic Pension Cost - SERP (Details) - SERP - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ (303) | $ (268) | $ (287) |
Net amortization and other | (62) | (223) | (211) |
Total net periodic pension earnings/(cost) | $ (365) | $ (491) | $ (498) |
Reporting Segments and Relate_3
Reporting Segments and Related Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Reporting [Abstract] | |
Business segments | 5 |
Reporting Segments and Relate_4
Reporting Segments and Related Information - Reconciliation of Revenues, Segment Profits (Losses) and Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||
Segment revenues | $ 49,523 | $ 45,619 | $ 35,255 |
Equity in earnings (losses) | 16,575 | 3,834 | 4,227 |
Investment income | 1,239 | 1,344 | 462 |
Total revenues and other income | 67,337 | 50,738 | 39,669 |
Segment Profits (Losses) | |||
Segment profits | (1,431) | 436 | (7,518) |
Other loss | (1,824) | (59) | (275) |
Costs and expenses | (50,954) | (45,183) | (42,773) |
Income (loss) before income taxes | 14,559 | 5,555 | (3,104) |
Real estate - commercial/industrial | |||
Revenues | |||
Segment revenues | 16,792 | 8,970 | 9,001 |
Equity in earnings (losses) | 16,575 | 3,834 | 4,227 |
Segment Profits (Losses) | |||
Costs and expenses | (12,961) | (6,246) | (6,529) |
Income (loss) before income taxes | 20,406 | 6,558 | 6,699 |
Real estate - resort/residential | |||
Segment Profits (Losses) | |||
Costs and expenses | (2,247) | (1,530) | (1,955) |
Mineral resources | |||
Revenues | |||
Segment revenues | 9,791 | 14,395 | 5,983 |
Segment Profits (Losses) | |||
Costs and expenses | (5,818) | (6,223) | (2,964) |
Farming | |||
Revenues | |||
Segment revenues | 19,331 | 18,563 | 16,434 |
Segment Profits (Losses) | |||
Costs and expenses | (15,251) | (16,028) | (16,201) |
Ranch operations | |||
Revenues | |||
Segment revenues | 3,609 | 3,691 | 3,837 |
Segment Profits (Losses) | |||
Costs and expenses | (5,316) | (5,451) | (5,411) |
Operating Segments | |||
Revenues | |||
Segment revenues | 49,523 | 45,619 | 35,255 |
Segment Profits (Losses) | |||
Segment profits | 7,930 | 10,141 | 2,195 |
Operating Segments | Real estate - commercial/industrial | |||
Revenues | |||
Segment revenues | 16,792 | 8,970 | 9,001 |
Segment Profits (Losses) | |||
Segment profits | 3,831 | 2,724 | 2,472 |
Costs and expenses | (6,529) | ||
Operating Segments | Real estate - resort/residential | |||
Segment Profits (Losses) | |||
Segment profits | (2,247) | (1,530) | (1,955) |
Operating Segments | Mineral resources | |||
Revenues | |||
Segment revenues | 9,791 | 14,395 | 5,983 |
Segment Profits (Losses) | |||
Segment profits | 3,973 | 8,172 | 3,019 |
Costs and expenses | (2,964) | ||
Operating Segments | Farming | |||
Revenues | |||
Segment revenues | 19,331 | 18,563 | 16,434 |
Segment Profits (Losses) | |||
Segment profits | 4,080 | 2,535 | 233 |
Costs and expenses | (16,201) | ||
Operating Segments | Ranch operations | |||
Revenues | |||
Segment revenues | 3,609 | 3,691 | 3,837 |
Segment Profits (Losses) | |||
Segment profits | (1,707) | (1,760) | (1,574) |
Corporate | |||
Segment Profits (Losses) | |||
Costs and expenses | $ (9,361) | $ (9,705) | $ (9,713) |
Reporting Segments and Relate_5
Reporting Segments and Related Information - Revenue Components of Real Estate Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||
Commercial revenues | $ 49,523 | $ 45,619 | $ 35,255 |
Equity in earnings of unconsolidated joint ventures | 16,575 | 3,834 | 4,227 |
Commercial expenses | 50,954 | 45,183 | 42,773 |
Operating results from commercial and unconsolidated joint ventures | 14,559 | 5,555 | (3,104) |
Real estate - commercial/industrial | |||
Revenue from External Customer [Line Items] | |||
Commercial revenues | 16,792 | 8,970 | 9,001 |
Equity in earnings of unconsolidated joint ventures | 16,575 | 3,834 | 4,227 |
Commercial revenues and equity in earnings of unconsolidated joint ventures | 33,367 | 12,804 | 13,228 |
Commercial expenses | 12,961 | 6,246 | 6,529 |
Operating results from commercial and unconsolidated joint ventures | 20,406 | 6,558 | 6,699 |
Real estate - resort/residential | |||
Revenue from External Customer [Line Items] | |||
Commercial expenses | $ 2,247 | $ 1,530 | $ 1,955 |
Reporting Segments and Relate_6
Reporting Segments and Related Information - Revenue Components of Mineral Resources Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||
Total revenues | $ 49,523 | $ 45,619 | $ 35,255 |
Total expenses | 50,954 | 45,183 | 42,773 |
Operating results | (2,016) | 1,721 | (7,331) |
Mineral resources | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 9,791 | 14,395 | 5,983 |
Total expenses | 5,818 | 6,223 | 2,964 |
Operating results | $ 3,973 | $ 8,172 | $ 3,019 |
Reporting Segments and Relate_7
Reporting Segments and Related Information - Revenue Components of Farming Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||
Total revenues | $ 49,523 | $ 45,619 | $ 35,255 |
Total expenses | 50,954 | 45,183 | 42,773 |
Operating results | (2,016) | 1,721 | (7,331) |
Farming | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 19,331 | 18,563 | 16,434 |
Total expenses | 15,251 | 16,028 | 16,201 |
Operating results | $ 4,080 | $ 2,535 | $ 233 |
Reporting Segments and Relate_8
Reporting Segments and Related Information - Revenue Components of Ranch Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||
Total revenues | $ 49,523 | $ 45,619 | $ 35,255 |
Total expenses | 50,954 | 45,183 | 42,773 |
Operating results | (2,016) | 1,721 | (7,331) |
Ranch operations | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 3,609 | 3,691 | 3,837 |
Total expenses | 5,316 | 5,451 | 5,411 |
Operating results | $ (1,707) | $ (1,760) | $ (1,574) |
Reporting Segments and Relate_9
Reporting Segments and Related Information - Information Pertaining to Assets of Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Information pretaining to assets of the business segments | |||
Identifiable Assets | $ 539,422 | $ 529,048 | $ 518,199 |
Depreciation and Amortization | 5,036 | 5,424 | 5,689 |
Capital Expenditures | 25,222 | 22,580 | 21,709 |
Operating Segments | Real estate - commercial/industrial | |||
Information pretaining to assets of the business segments | |||
Identifiable Assets | 76,814 | 65,929 | 63,065 |
Depreciation and Amortization | 517 | 651 | 650 |
Capital Expenditures | 8,690 | 5,225 | 4,638 |
Operating Segments | Real estate - resort/residential | |||
Information pretaining to assets of the business segments | |||
Identifiable Assets | 286,801 | 273,620 | 258,697 |
Depreciation and Amortization | 51 | 58 | 63 |
Capital Expenditures | 12,811 | 13,459 | 14,230 |
Operating Segments | Mineral resources | |||
Information pretaining to assets of the business segments | |||
Identifiable Assets | 55,049 | 54,144 | 48,305 |
Depreciation and Amortization | 1,371 | 1,372 | 1,363 |
Capital Expenditures | 37 | 171 | 356 |
Operating Segments | Farming | |||
Information pretaining to assets of the business segments | |||
Identifiable Assets | 41,258 | 40,835 | 36,317 |
Depreciation and Amortization | 1,909 | 1,897 | 2,080 |
Capital Expenditures | 3,362 | 3,166 | 2,129 |
Operating Segments | Ranch operations | |||
Information pretaining to assets of the business segments | |||
Identifiable Assets | 2,624 | 2,973 | 3,625 |
Depreciation and Amortization | 526 | 536 | 601 |
Capital Expenditures | 213 | 102 | 220 |
Corporate | |||
Information pretaining to assets of the business segments | |||
Identifiable Assets | 76,876 | 91,547 | 108,190 |
Depreciation and Amortization | 662 | 910 | 932 |
Capital Expenditures | $ 109 | $ 457 | $ 136 |
Investment in Unconsolidated _3
Investment in Unconsolidated and Consolidated Joint Ventures - Additional Information (Details) | Apr. 01, 2019USD ($) | Dec. 31, 2019USD ($)aft² | Nov. 30, 2019USD ($) | Apr. 30, 2019USD ($)ft² | Nov. 30, 2018ft² | Sep. 30, 2016ft² | Aug. 31, 2016USD ($)ft² | Dec. 31, 2019USD ($)aft² | Jun. 30, 2013USD ($)ft²member | Dec. 31, 2019USD ($)aft²joint_venture | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 01, 2018USD ($) | Nov. 30, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Investments in unconsolidated joint ventures | $ 38,240,000 | $ 38,240,000 | $ 38,240,000 | $ 28,602,000 | |||||||||||
Equity in earnings (losses) | 16,575,000 | 3,834,000 | $ 4,227,000 | ||||||||||||
Contribution of property | [1] | 8,658,000 | 0 | $ 1,339,000 | |||||||||||
Equity method investment | $ 38,240,000 | $ 38,240,000 | $ 38,240,000 | 28,602,000 | |||||||||||
Area of land | a | 270,000 | 270,000 | 270,000 | ||||||||||||
Borrowings | $ 131,254,000 | $ 131,254,000 | $ 131,254,000 | 121,326,000 | |||||||||||
Centennial Founders, LLC | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Reduction of noncontrolling interest in joint venture | $ 13,172,000 | $ 13,172,000 | $ 13,172,000 | $ 11,039,000 | |||||||||||
Consolidated joint venture, ownership interest | 92.57% | 92.57% | 92.57% | ||||||||||||
Petro Travel Plaza Holdings, LLC | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Unconsolidated joint ventures, voting rights | 50.00% | ||||||||||||||
Ownership percentage | 60.00% | 60.00% | 60.00% | ||||||||||||
Investment in unconsolidated joint ventures | $ 23,636,000 | $ 23,636,000 | $ 23,636,000 | ||||||||||||
Equity method investment | 23,636,000 | 23,636,000 | 23,636,000 | 18,426,000 | |||||||||||
Borrowings | 15,287,000 | 15,287,000 | 15,287,000 | 15,283,000 | |||||||||||
TRCC-East | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Investments in unconsolidated joint ventures | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||||
Area of Real Estate Property | ft² | 4,900 | 4,900 | 4,900 | ||||||||||||
Contribution of property | $ 2,805,000 | ||||||||||||||
Gross profit | 334,000 | ||||||||||||||
Deferred gain on sale | 501,000 | ||||||||||||||
Number of acres for development | ft² | 326,000 | ||||||||||||||
Area of building owned and leased | ft² | 480,480 | ||||||||||||||
Excess distributions resulting in deficit balance | 462,000 | $ 462,000 | $ 462,000 | ||||||||||||
Majestic Realty Co. | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Investments in unconsolidated joint ventures | $ 24,773,000 | ||||||||||||||
Investment in unconsolidated joint ventures | 5,953,000 | 5,953,000 | $ 5,953,000 | ||||||||||||
Number of joint venture contracts | joint_venture | 3 | ||||||||||||||
Area of building owned and leased | ft² | 651,909 | ||||||||||||||
TRC-MRC 3, LLC | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Gross profit | $ 1,537,000 | $ 1,500,000 | |||||||||||||
Deferred gain on sale | 1,537,000 | $ 1,500,000 | |||||||||||||
Equity method investment | 5,953,000 | $ 5,953,000 | $ 5,953,000 | 0 | |||||||||||
Number of acres for development | ft² | 579,040 | 579,040 | |||||||||||||
Percentage of rentable space occupied | 67.00% | ||||||||||||||
Borrowings | 28,061,000 | $ 28,061,000 | 28,061,000 | 0 | |||||||||||
TRC-MRC 3, LLC | Land | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Contribution of property | $ 5,854,000 | $ 5,900,000 | |||||||||||||
TRC-MRC 2, LLC | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity method investment | 0 | 0 | 0 | 0 | |||||||||||
Borrowings | 24,455,000 | 24,455,000 | 24,455,000 | 25,014,000 | |||||||||||
Face amount | $ 25,240,000 | ||||||||||||||
Excess distributions resulting in deficit balance | 2,471,000 | 2,471,000 | 2,471,000 | ||||||||||||
TRC-MRC 1, LLC | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity method investment | 0 | 0 | 0 | 0 | |||||||||||
Borrowings | 24,542,000 | 24,542,000 | 24,542,000 | 25,030,000 | |||||||||||
Borrowings under joint venture | 25,030,000 | ||||||||||||||
Rockefeller Joint Ventures | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Investment in unconsolidated joint ventures | $ 8,651,000 | $ 8,651,000 | $ 8,651,000 | ||||||||||||
Number of joint venture contracts | joint_venture | 3 | ||||||||||||||
Number of acres for development | a | 91 | ||||||||||||||
Area of land | a | 500 | 500 | 500 | ||||||||||||
Rockefeller Joint Ventures | Building Improvements | |||||||||||||||
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] | |||||||||||||||
Ownership percentage | 50.00% | 50.00% | 50.00% | ||||||||||||
Equity method investment | $ 140,000 | $ 140,000 | $ 140,000 | 2,691,000 | |||||||||||
Borrowings | $ 0 | $ 0 | $ 0 | 9,173,000 | |||||||||||
Area of building owned and leased | ft² | 606,000 | ||||||||||||||
Purchase of assets | $ 29,088,000 | ||||||||||||||
Gain (Loss) on sale of properties | $ 17,537,000 | ||||||||||||||
18-19 West, LLC | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership percentage | 50.00% | 50.00% | 50.00% | ||||||||||||
Equity method investment | $ 1,730,000 | $ 1,730,000 | $ 1,730,000 | 1,783,000 | |||||||||||
Borrowings | 0 | 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 method investment | 6,781,000 | 6,781,000 | $ 6,781,000 | 5,702,000 | |||||||||||
Borrowings | $ 38,909,000 | $ 38,909,000 | $ 38,909,000 | $ 46,826,000 | |||||||||||
Construction loan percent of costs | 60.00% | ||||||||||||||
Equity contributions | 40.00% | ||||||||||||||
Number of members | member | 2 | ||||||||||||||
[1] | In April 2019, the Company contributed land with a fair value of $5.9 million to TRC-MRC 3, LLC, an unconsolidated joint venture formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building on the Company's property at TRCC-East. The total cost of the land, inclusive of transaction costs was $2.8 million. The Company recognized $1.5 million in profit and deferred $1.5 million after applying the five-step revenue recognition model in accordance with Accounting Standards Codification (ASC) Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures. In December 2019, the Company contributed a newly constructed commercial multi-tenant building and underlying land with an aggregate fair value of $2.8 million to TA/Petro, an unconsolidated joint venture. The total cost of the building construction and land was $2.0 million. The Company recognized $0.3 million in profit and deferred $0.5 million after applying the five-step revenue recognition model in accordance with Accounting Standards Codification (ASC) Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures. Historically, cash outflows related to land development expenditures were accounted for within investing activities. For consistency, the Company will continue to classify cash outflows and cash inflows related to land development as investing activities. |
Investment in Unconsolidated _4
Investment in Unconsolidated and Consolidated Joint Ventures - Condensed Statements of Operations and Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance Sheet Information | ||||
Assets | $ 238,828 | $ 214,155 | ||
Borrowings | (131,254) | (121,326) | ||
Equity | 97,578 | 87,568 | ||
Investment In | 38,240 | 28,602 | ||
Statement of Operations | ||||
Revenues | 133,739 | $ 133,549 | $ 121,612 | |
Earnings(Loss) | 30,213 | 5,734 | 6,371 | |
Equity in Earnings (Loss) | 16,575 | 3,834 | 4,227 | |
Petro Travel Plaza Holdings, LLC | ||||
Balance Sheet Information | ||||
Assets | 77,835 | 69,096 | ||
Borrowings | (15,287) | (15,283) | ||
Equity | 60,061 | 51,377 | ||
Investment In | 23,636 | 18,426 | ||
Statement of Operations | ||||
Revenues | 117,708 | 119,083 | 105,507 | |
Earnings(Loss) | 14,684 | 9,672 | 10,418 | |
Equity in Earnings (Loss) | 8,810 | 5,803 | 6,251 | |
Five West Parcel, LLC | ||||
Balance Sheet Information | ||||
Assets | 694 | 15,157 | ||
Borrowings | 0 | (9,173) | ||
Equity | 648 | 5,751 | ||
Investment In | 140 | 2,691 | ||
Statement of Operations | ||||
Revenues | 2,648 | 2,731 | 2,824 | |
Earnings(Loss) | 18,239 | 778 | 905 | |
Equity in Earnings (Loss) | 9,119 | 389 | 452 | |
18-19 West, LLC | ||||
Balance Sheet Information | ||||
Assets | 4,849 | 4,654 | ||
Borrowings | 0 | 0 | ||
Equity | 4,600 | 4,654 | ||
Investment In | 1,730 | 1,783 | ||
Statement of Operations | ||||
Revenues | 15 | 13 | 11 | |
Earnings(Loss) | (107) | (102) | (97) | |
Equity in Earnings (Loss) | (53) | (51) | (48) | |
TRCC/Rock Outlet Center, LLC | ||||
Balance Sheet Information | ||||
Assets | 69,459 | 75,194 | ||
Borrowings | (38,909) | (46,826) | ||
Equity | 29,688 | 27,531 | ||
Investment In | 6,781 | 5,702 | ||
Statement of Operations | ||||
Revenues | 6,278 | 6,418 | 9,615 | |
Earnings(Loss) | (3,843) | (4,645) | (2,347) | |
Equity in Earnings (Loss) | (1,921) | (2,323) | (1,173) | |
Non-cash tenant allowance amortization | 1,700 | 1,700 | 1,700 | |
TRC-MRC 1, LLC | ||||
Balance Sheet Information | ||||
Assets | 28,673 | 29,692 | ||
Borrowings | (24,542) | (25,030) | ||
Equity | 3,623 | 4,018 | ||
Investment In | 0 | 0 | ||
Statement of Operations | ||||
Revenues | 3,067 | 1,323 | 0 | |
Earnings(Loss) | 91 | (498) | (3) | |
Equity in Earnings (Loss) | 46 | (249) | (2) | |
TRC-MRC 2, LLC | ||||
Balance Sheet Information | ||||
Assets | 20,026 | 20,362 | ||
Borrowings | (24,455) | (25,014) | ||
Equity | (7,094) | (5,763) | ||
Investment In | 0 | 0 | ||
Statement of Operations | ||||
Revenues | 4,023 | 3,981 | 3,655 | |
Earnings(Loss) | 1,151 | 529 | (2,505) | |
Equity in Earnings (Loss) | 575 | 265 | (1,253) | |
Non-cash amortization of purchase accounting adjustments related to in-place leases | 200 | 800 | ||
TRC-MRC 3, LLC | ||||
Balance Sheet Information | ||||
Assets | 37,292 | 0 | ||
Borrowings | (28,061) | 0 | ||
Equity | 6,052 | 0 | ||
Investment In | 5,953 | 0 | ||
Statement of Operations | ||||
Revenues | 0 | 0 | 0 | |
Earnings(Loss) | (2) | 0 | 0 | |
Equity in Earnings (Loss) | (1) | 0 | 0 | |
Centennial Founders, LLC | ||||
Balance Sheet Information | ||||
Assets | 96,415 | 93,840 | ||
Borrowings | 0 | 0 | ||
Equity | $ 96,143 | 93,188 | ||
Statement of Operations | ||||
Revenues | 469 | 297 | 456 | |
Earnings(Loss) | $ (20) | $ (249) | $ (144) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - SWP contracts - Wheeler Ridge Maricopa Water Storage District - Executive Vice President and Chief Operating Officer $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)aacre ft | |
Related Party Transaction [Line Items] | |
Acres of land | a | 5,496 |
Purchased water contracts | acre ft | 15,547 |
Water contracts and related costs | $ | $ 3,299 |
Unaudited Quarterly Operating_3
Unaudited Quarterly Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information [Line Items] | |||||||||||
Total Revenue | $ 20,525 | $ 9,951 | $ 9,275 | $ 11,011 | $ 12,012 | $ 15,783 | $ 5,416 | $ 13,752 | $ 50,762 | $ 46,963 | |
Net Income (Loss) | 9,709 | 37 | 709 | 124 | 306 | 3,487 | (1,013) | 1,455 | 10,579 | 4,235 | $ (1,821) |
Net Income (Loss) attributable to Common Stockholders | $ 9,707 | $ 47 | $ 707 | $ 119 | $ 307 | $ 3,488 | $ (997) | $ 1,457 | $ 10,580 | $ 4,255 | $ (1,797) |
Net (Loss) Income Per Share (in dollars per share) | $ 0.37 | $ 0 | $ 0.03 | $ 0 | $ 0.01 | $ 0.13 | $ (0.04) | $ 0.06 | $ 0.41 | $ 0.16 | $ (0.08) |
Net (Loss) Income, Per Share attributable to Common Stockholders (in dollars per share) | $ 0.37 | $ 0 | $ 0.03 | $ 0 | $ 0.01 | $ 0.13 | $ (0.04) | $ 0.06 | $ 0.40 | $ 0.16 | $ (0.08) |
Reportable Segment | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Segment Profit (Loss) | $ 6,301 | $ (708) | $ 895 | $ 1,442 | $ 934 | $ 4,815 | $ 115 | $ 4,277 | $ 7,930 | $ 10,141 |