FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number : 1-7183
TEJON RANCH CO.
(Exact name of Registrant as specified in its Charter)
Delaware 77-0196136
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
P.O. Box 1000, Lebec, California 93243
(Address of principal executive office)
Registrant's telephone number, including area code:(805) 327-8481
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock American Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of Registrant's Common Stock, $.50 par value
per share, held by persons other than those who may be deemed to be affiliates
of Registrant on March 19, 1998 was $347,279,086 based on the closing price on
that date on the American Stock Exchange.
The number of Registrant's outstanding shares of Common Stock on March
19, 1998 was 12,685,994 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the Annual Meeting of Stockholders
to be held on May 11, 1998 relating to the directors and executive officers of
Registrant are incorporated by reference into Part I, Item 4, and Part III.
Total Pages - 168
Exhibit Index - Page 60
PART I
Item 1. Business
Throughout Item I-"Business," Item 2-"Properties," Item 3-"Legal
Proceedings," and Item 7-"Management's Discussion and Analysis of Financial
Condition and Results of Operations," Registrant has made forward-looking
statements regarding future developments in the cattle industry, the
Registrant's plans for future plantings of permanent crops, future yields and
prices for the Registrant's crops, future prices, production and demand for
oil and other minerals, future development of the Registrant's property, and
potential losses to the Company as a result of pending environmental
proceedings. These forward-looking statements are subject to factors beyond
the control of Registrant (such as weather and market forces) and, with
respect to the Registrant's future development of its land, the availability
of financing and the ability to obtain various governmental entitlements. No
assurance can be given that actual future events will be consistent with the
forward-looking statements made in this Annual Report.
Registrant owns approximately 270,000 contiguous acres of land located
in Kern and Los Angeles Counties in the State of California on which it is
engaged principally in production and sale of beef cattle, farming, and
leasing of land for oil, gas and mineral production and commercial purposes.
Registrant is also engaged in planning the future uses of its lands.
The following table shows the revenues, operating profits and
identifiable assets of each of Registrant's industry segments for the last
three years:
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
(Amounts in thousands of dollars)
1997 1996 1995
Revenues (1)
Livestock $ 24,555 $ 4,573 $ 6,748
Farming 9,173 9,107 7,973
Resource Management 2,696 2,508 2,188
Commercial and Land Use 3,403 1,464 1,271
Segment Revenues 39,827 17,652 18,180
Interest Income 1,159 1,308 1,374
Total Revenues $ 40,986 $ 18,960 $ 19,554
Operating Profits
Livestock $ 1,499 $ 412 $ 41
Farming 2,627 3,134 1,811
Resource Management 1,328 1,356 1,241
Commercial and Land Use 1,003 (841) (1,262)
Segment Profits (2) 6,457 4,061 1,831
Interest Income 1,159 1,308 1,374
Corporate Expense (2,346) (2,266) (2,046)
Interest Expense (747) (295) (436)
Operating Profits $ 4,523 $ 2,808 $ 723
Identifiable Segment
Assets (3)
Livestock $ 24,215 $ 5,554 $ 5,533
Farming 10,176 10,545 10,370
Oil and Minerals 363 259 258
Commercial and Land Use 5,933 2,874 2,713
Corporate 23,006 28,137 26,329
Total Assets $ 63,693 $ 47,369 $ 45,203
(1) Intersegment sales were insignificant.
(2) Segment Profits are revenues less operating expenses, excluding interest
and corporate expenses.
(3) 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,
refundable and deferred income taxes and buildings and improvements.
Livestock Operations
Registrant conducts a beef cattle range operation upon those portions of
its ranch which are not devoted to farming, commercial or other purposes.
This range operation depends primarily upon forage from natural vegetation.
The beef cattle activities include both commercial cow-calf operations (the
maintenance of a cattle herd whose offspring are used to replenish the herd,
with excess numbers being sold commercially) and the use of stocker cattle
(cattle purchased at light weights for growing on available range forage
before being resold). At December 31, 1997, Registrant's cattle herd numbered
approximately 30,975 of which approximately 22,882 head were stockers and the
remainder were in the breeding herd. At December 31, 1996, Registrant's
cattle herd numbered approximately 15,316 of which approximately 8,350 head
were stockers. Registrant's range cattle are either sold to stocker and
feedlot operators or fed at Registrant's feedlot in Texas and sold to packers.
As to the sale of cattle, Registrant is in direct competition with other
commercial cattle operations throughout the United States. The prices
received for Registrant's cattle are primarily dependent upon the commodity
market's perception of supply and demand at the time cattle are sold. In an
attempt to reduce the market risks of its livestock activities, Registrant
usually hedges future sales of cattle in the futures and options markets or
obtains fixed prices for future delivery through contracts with cattle buyers,
feedlots, or packing houses. Registrant purchased a feedlot in 1997 in order
to further vertically integrate its beef operations.
During the last low in the cattle cycle a number of companies in the
cattle industry began to explore in depth various forms of strategic alliances
within the production, feeding and meat-packing segments of the cattle
business. Registrant believes there will be dramatic shifts in the form of
cattle marketing in the United States. To be successful in the cattle
industry in the future Registrant believes that the producers of beef must
become more consumer oriented. To achieve this goal Registrant is beginning a
program to vertically integrate its cattle operations. Vertical integration
will allow Registrant to control the quality of the product through the
production process to the end users. To vertically integrate Registrant must
control the feeding of cattle and create strategic alliances with other
producers to supply beef products to end users. To begin the process of
vertical integration within the beef industry, Registrant has purchased the
assets of a cattle feedlot that is located in western Texas. This feedlot
will allow Registrant to control the feeding and sales of cattle. The
purchase of the feedlot occurred on March 10, 1997.
Cattle prices over the last year were steadily improving until late 1997
and early 1998 when the impact of the Asian financial crisis hit the cattle
commodity markets. With beef being the largest dollar agricultural export and
Asia receiving much of the beef exported, prices fell significantly during
December 1997 through early February 1998. Not only have prices declined in
the beef market, but prices for hides, which are used in the production of
leather, have also declined. Hide prices have declined almost 30% over this
time frame. It is anticipated that prices later in 1998 will improve when
compared to current levels due to fewer head of cattle in feedlots. The
increase in price, however, will be less than normally anticipated due to the
decline in Asia's economies. Overall, Registrant believes it will see lower
prices during 1998, which will impact cattle sales revenues.
Farming Operations
In the San Joaquin Valley, Registrant farms permanent crops including
the following acreage: wine grapes-1,528, almonds-1,366, pistachios-738 and
walnuts-295. Included in these acreage figures are: 308 acres of pistachio
trees planted in 1994, with the first harvestable crop expected in 1998; 72
acres of Rubired grapes planted in 1996, with the first harvestable crop
expected in 1998; 152 acres of almonds planted in 1996, with the first
harvestable crop expected in 1999; and 36 acres of Cabernet Sauvignon and Ruby
Cabernet wine grapes planted in early 1997, with the first harvestable crop
expected in 1998. During 1997, Registrant began land preparation for the
development of 300 acres of almonds which were planted in early 1998 and 300
acres of almonds to be planted in 1999. Registrant's objective in planting
new trees is to offset the normal yield decline as its older plantings reach
productive maturity and to improve revenues from farming operations in future
years. As certain of Registrant's permanent plantings age to the point of
declining yields, Registrant will evaluate the advisability of replanting such
crops, or replacing them with different plantings, depending upon market
conditions.
Registrant sells its farm commodities to several commercial buyers. As
a producer of these commodities, Registrant is in direct competition with
other producers within the United States and throughout the world. Prices
received by Registrant for its commodities are determined by total industry
production and demand levels. Registrant attempts to improve price margins by
producing high quality crops through cultural practices and by obtaining
better prices through marketing arrangements with handlers.
In 1997, almonds produced were sold to two domestic commercial buyers,
with one of the buyers receiving approximately 70% of the crop.
The California almond industry is subject to a federal marketing order
which empowers the Secretary of Agriculture to set the percentage of almonds
which can be sold during any crop year and the percentage of almonds to be
held in reserve in order to assist in the orderly marketing of the crop.
During 1997 and 1996 the saleable percentage was set at 100% of the total
almond crop.
In 1997, Registrant's pistachios were sold to one customer.
Registrant's 1997 walnuts were sold to two customers, each receiving
approximately 50% of the crop. During 1997 the majority of wine grapes were
sold to one winery.
Yields from Registrant's farming operations were below 1996 yields with
the exception of grapes. While the California almond industry produced a near
record crop, Registrant's almond production was 12% below 1996 due to the
timing of rains and cold temperatures during the critical pollination period.
Prices for almonds declined during 1997 due to the increased level of
production for the year within the industry. The combination of lower yields
and prices caused revenues to decline approximately 40%.
Grape yields in 1997 were 29% greater than 1996 production, and 1997
grape revenues were 25% above the 1996 crop. Pistachios were in the "off
year" of their alternate bearing cycle and, while the yields were 20% below
the 1996 crop, they were much higher than previous "off year" yields.
Pistachio revenue in 1997 was flat when compared to 1996 pistachio revenues.
Prices for pistachios increased slightly when compared to the prior year due
to crop yields being slightly below the previous year's level. Registrant's
1997 walnut crop yield was 39% below last year's production, and revenues from
walnuts fell by approximately 39%. Prices for walnuts remained fairly stable
due to flat production for the industry. Registrant's crop was below
expectation due to below-normal chilling hours during the dormancy period and
to high production from the trees over the last three years causing stress to
the trees.
Overall 1997 crop revenues were less than expected due mainly to lower
than expected almond and walnut production. See "Management's Discussion and
Analysis of Financial Statements and Results of Operations". Demand for
Registrant's crops is expected to remain good throughout 1998. Management
expects further price pressure on both nuts and grapes as new production
within California comes online. Registrant has some price protection with
regard to its wine grapes because it has three years remaining on a contract
with a winery that provides the better of a minimum price or market price for
its grape shipments. Nut crop markets are particularly sensitive to the size
of each year's world crop. Large crops in California and abroad can rapidly
depress prices.
1997 was an excellent water year with 100% of Registrant's water
entitlement being available from the State Water Project. In addition, there
was sufficient runoff from local mountain streams throughout the year,
allowing Registrant to capture and utilize this water to offset some of the
higher priced State Water Project water. Because of the abundant water,
Registrant was able to bank (percolate into the underground) some of its
excess supply for future use and was able to exchange some of its 1997 water
deliveries for deliveries for banking purposes in future years plus a
favorable exchange fee. The State Department of Water Resources has announced
its 1998 water supply at 100% of full entitlement. This is only a tentative
commitment, however, and is subject to change. This level of supply, if it
ultimately turns out to be available, will cover all of the Registrant's
farming needs.
See discussion of water contract entitlement and long-term outlook for
water supply under Part I, Item 2, "Properties-Farmland".
Resource Management
The Resource Management Division is made up of Registrant's oil and
mineral leases, game management program, film location activities, and the
quarter horse breeding program. These are all lines of business which are
based on the use of ranch lands and resources but are not of the size to
warrant separate divisions such as livestock, farming and real estate.
Registrant leases certain portions of its land to oil companies for the
exploration for, and production of, oil and gas but does not itself engage in
any such exploratory or extractive activities.
As of December 31, 1997, approximately 9,645 acres were committed to
producing oil and gas leases from which the operators produced an average of
approximately 392 barrels of oil, 221 MCF of dry gas, and 10 gallons of wet
gas per day during 1997. Approximately 1,600 acres were also held under
exploratory leases. Registrant's share of production based upon its average
royalty rate during the last three years has been 49, 66, and 62 barrels of
oil per day for 1997, 1996, and 1995, respectively. Approximately 264
producing oil wells were located on the leased land as of December 31, 1997.
An additional 66 wells during 1997 have been shut-in and non-productive.
Shut-in wells occur as oil revenues received by the operators lag behind the
cost of keeping the wells in production. Low prices in the oil market have
been a disincentive to exploratory leasing and drilling on Registrant's lands.
No new wells were drilled on Registrant's lands during 1997.
Prices for Kern County's heavy crude oil dropped throughout 1997,
hitting a low of $6.75 per barrel during March 1998. These reduced prices for
early 1998 will negatively impact Registrant's royalties from the producing
wells. Registrant attempts to require lessees to honor their lease
obligations to legally and properly abandon non-producing wells in an
environmentally sound manner, but its success at this is mixed.
Estimates of oil and gas reserves on Registrant's properties are unknown
to Registrant. Registrant does not make such estimates and does not file
reports as to reserve estimates with governmental agencies. Registrant's
lessees do not make information concerning reserves available to Registrant.
Registrant has approximately 2,440 acres under lease to National Cement
Company of California, Inc. ("National") for the purpose of manufacturing
portland cement from limestone deposits found on the leased acreage. National
owns and operates on the property a cement manufacturing plant having a design
capacity of 600,000 tons of cement per year. The manufacturing plant is
currently being redesigned to have a production capacity of 1,000,000 tons.
The amount of payment which Registrant receives under the lease is based upon
shipments from the cement plant. The term of this lease expires in 2007, but
National has remaining options to extend the term for two additional
successive increments of 20 years each and one final increment of 19 years.
For information as to proceedings under environmental laws relating to the
cement plant, see Item 1-"Legal Proceedings".
Approximately 433 acres of Registrant's land are leased to owners and
operators of sand and gravel screening and rock crushing plants under two
leases with rental payments based on the amount of sand and gravel removed and
sold. Registrant is actively searching for a new lessee for a third area of
the ranch where rock aggregate deposits have been extracted in the past.
The quarter horse program consists of the breeding of quality blood line
quarter horses, the sale of horses, the boarding and training of horses, and
the management of horse events. The quarter horse program will continue to
direct its efforts to the improvement of Registrant's breeding mares and the
hosting of competitive events to enhance the revenues of the operation.
Registrant also provides filming location services and a game management
program, which is a hunting program that is managed in close cooperation with
California Department of Fish and Game.
Real Estate
Registrant leases to various tenants lands which are used for a full-
service truckstop facility, a truck wash, four auto service stations with
convenience stores, four full-service restaurants, four fast-food operations,
a motel, two antique shops, a United States Postal Service facility, several
microwave repeater locations and radio and cellular transmitters/relay sites.
In addition, there is a 1,400-acre site leased to a major aeronautical firm
for testing facilities.
The Real Estate Division continues to focus substantial attention on
additional development along the Interstate 5 corridor, where the Company owns
approximately 16 miles of frontage, with commercial land around four separate
interchanges. The land planning process in previous years had identified the
Interstate 5 corridor as an area of focus in near term planning and
entitlement activities. (See Part I, Item 2, "Properties-Land Use Planning".)
During 1997, new commercial activity included the opening of a new
Country Side Inn hotel at the Grapevine Center during March 1997 and the
establishment of a new 350-acre Tejon Industrial Complex ("Industrial
Complex") at the I-5/Laval Road interchange. The first project in the
Industrial Complex was announced during December 1997. Registrant created a
joint venture with Petro Stopping Centers for the purpose of developing a
major Travel Plaza on 50 acres of land in the Industrial Complex.
Construction of the Travel Plaza is scheduled to begin in the second quarter
of 1998 and is expected to be completed before the end of the fourth quarter
of 1998. Negotiations for two new commercial leases at the Grapevine Center
have been initiated and are expected to close by the end of the second quarter
of 1998.
Within the commercial leasing area, Registrant is in direct competition
with other landowners who have highway interchange locations along Interstate
5 within California.
Customers
During 1997, 1996 and 1995 the following customers accounted for more
than 10% of Registrant's consolidated revenues: Golden State Vintners, a
purchaser of grapes (14% in 1997, 21% in 1996, and 18% in 1995), Harris Ranch
(18% in 1996), and Timmerman Cattle (26% in 1995).
Employees
At December 31, 1997, Registrant had 88 full-time employees.
Executive Officers of Registrant
The following table shows, as to each executive officer of Registrant,
the offices held as of March 23, 1998, the period the offices have been held,
and the age of the executive officers. All of such officers serve at the
pleasure of the board of directors.
Name Offices Held Since Age
Robert A. Stine President and Chief 1996 51
Executive Officer, Director
Matt J. Echeverria Senior Vice President, 1987 47
Livestock
John A. Wood Vice President, Farming 1978 60
Dennis Mullins Vice President, 1993 45
Public Affairs, Secretary
and General Counsel
Allen E. Lyda Vice President, 1990 40
Finance, Treasurer
and Assistant Secretary
David Dmohowski Vice President, 1991 50
Land Planning
James Taylor Vice President, 1997 59
Real Estate
A description of present and prior positions with Registrant, and
business experience for the past five years is given below.
Mr. Stine has been employed by Registrant since May 1996, serving as
President and Chief Executive Officer and as a Director. Mr. Stine served as
the Chief Executive Officer of the Collins Companies from 1986 to April 1995.
Mr. Echeverria has served as Vice President since 1987 and was elected
Senior Vice President in 1995. He also served as acting Chief Executive
Officer of Registrant from May 1995 to May 1, 1996.
Mr. Wood has served Registrant as Vice President since 1978.
Mr. Mullins has been employed by Registrant since 1993, serving as Vice
President, Public Affairs, Secretary and General Counsel. From January 1992
to January 1993 he served as General Counsel of the United States General
Services Administration in Washington, D.C.
Mr. Lyda has been employed by Registrant since 1990, serving as Vice
President, Finance and Treasurer. He was elected Assistant Secretary in 1995.
Mr. Dmohowski has been employed by Registrant since January 1991,
serving as Vice President, Land Planning.
Mr. Taylor has been employed by Registrant since May 1997, serving as
Vice President, Real Estate. From 1992 to 1997, he was a principal partner
and President of Urban Assist, Inc., a planning and project management company
located in Irvine, California.
Item 2. Properties
Registrant owns approximately 270,000 acres of contiguous land located
approximately 60 miles north of Los Angeles and approximately 15 miles east of
Bakersfield. The land is undeveloped, except for certain limited farming and
commercial uses. Included in the land are portions of the San Joaquin Valley,
foothills, portions of the Tehachapi Mountains and portions of the western end
of the Antelope Valley. A number of key transportation and utility
facilities, including Interstate 5 (a major north-south federal highway in
California), U.S. Highway 58, California Highways 138 and 223, the California
Aqueduct, the Southern Pacific-Santa Fe Railway Line and various transmission
lines for electricity, oil, natural gas and communication systems cross
Registrant's lands.
For information as to Registrant's livestock, farming, resource
management and real estate operations on the land, see Part I, Item 1 -
"Livestock Operations," "Farming Operations," "Oil and Minerals," and "Real
Estate."
Land Use Planning
Registrant has continued to engage in planning activities related to
future uses of its lands. Over the last two years Registrant initiated
planning programs intended to guide decision making relating to future
development on the Ranch with special focus on the important Interstate 5
corridor. During 1997 Registrant retained a team of experts to evaluate the
market feasibility of developing a major destination land use at the Grapevine
Center. Evaluation and marketing studies continue to proceed forward for this
project. Evaluations are also being conducted with various groups to
determine the development potential of a rural ranch estates program in the
central canyon areas near Tejon Lake. Planning and market research for this
product will continue during 1998. Since the prospects and timing of
residential and recreational projects are dependent on market demand, the
timing of any significant residential and/or recreational development is
uncertain. Registrant is evaluating the environmental and regulatory factors
that might affect its ability to secure value-enhancing entitlements for
potential land development. The results of this evaluation will help
Registrant in formulating long-range entitlement strategies. The timing of
any extensive development of Registrant's property and its nature and extent
are expected to be dependent upon market demand, the availability of adequate
development capital and the obtaining of appropriate governmental permits and
approvals.
Approximately 250,000 acres of Registrant's land are located in Kern
County, California. The Kern County General Plan for this land contemplates
continued commercial, resource utilization, farming, grazing and other
agricultural uses, as well as certain new developments and uses, including
housing and recreational facilities. While the County General Plan is
intended to provide general guidelines for land use and development, it is
subject to amendment to accommodate changing circumstances and needs. In
addition to the General Plan, ranch lands will require specific zoning and
site plan approvals prior to actual development.
Registrant has not yet made specific proposals to the County to
implement any part of its proposed land use concept, except at the Grapevine
and Laval Road Interchanges on Interstate 5. Along the Interstate 5 corridor,
Registrant is aggressively pursuing additional commercial activity in order to
meet the needs of the 50,000 vehicles per day that travel through the ranch.
To meet this built-in customer base, Registrant is investigating several
potential opportunities that can expand current commercial activities.
The remainder of Registrant's land, approximately 20,000 acres, is in
Los Angeles County. This area of the ranch is accessible from Interstate 5
via Highway 138 and lies 30 miles west of the Antelope Valley communities of
Palmdale and Lancaster. Los Angeles County has adopted general plan policies
which contemplate future limited residential development of portions of this
land, subject to further assessments of environmental and infrastructure
constraints. No specific land use proposals have been made by Registrant to
the County. Registrant continues to monitor regional planning issues and
continues to develop its liaison with Los Angeles County government and other
regulatory agencies in order to preserve future development opportunities.
In addition to its agricultural contract water entitlements, Registrant
has an entitlement to obtain from the California State Water Project
sufficient water to service a substantial amount of future residential and/or
commercial development. Portions of the property also have available ground
water; this would be sufficient to support low density residential development
in the Tejon Lake area and significant commercial development in the
Interstate 5 corridor.
Portions of Registrant's property consist of mountainous terrain, and
much of the property is not presently served by developed roads or by utility
or water lines. Any significant development of the property would involve the
construction of roads, utilities and other expensive infrastructure and would
have to be done in a manner which accommodates a number of environmental
concerns, including endangered species and wetlands issues, that may limit
development of portions of the property.
Due to the property's location and its undeveloped state, from time to
time unsolicited proposals are made for governmental or quasi-public uses of
portions of the property or neighboring lands by entities, some of which may
have the power of eminent domain. For the most part Registrant opposes such
uses because, to the extent that any such proposals may be implemented through
the use of the power of eminent domain or otherwise, the flexibility to
develop some of Registrant's other lands could be correspondingly limited.
Registrant completed negotiations with a company concerning the construction
of a major oil pipeline over the Ranch during December 1995. The pipeline
will follow an alignment of other oil pipelines which are along the Interstate
5 corridor. Final governmental approvals were received by the pipeline
company in 1996, and construction commenced in 1997. The pipeline company
purchased its easement from Registrant in November 1997 for $2,050,000.
Registrant's lands are also being evaluated as a possible route for a high
speed rail system between Los Angeles and San Francisco.
Farmland
Although changing crop market conditions and the cost and availability
of irrigation water bear on the economic feasibility of farming on
Registrant's lands, portions of the land located in the San Joaquin Valley are
suitable for farming a wide variety of tree, vine and row crops.
Existing long-term contracts with the Wheeler Ridge-Maricopa Water
Storage District ("Wheeler Ridge") provide for water deliveries from the
California State Water Project ("Project") to certain farmland in the San
Joaquin Valley belonging to Registrant. The long-term water supply picture in
the state is uncertain, however, not only due to recurring droughts, but also
because of existing and likely additional restrictions placed on water
exported from the Sacramento-San Joaquin River Delta ("Delta") to protect
allegedly endangered species and improve water quality in the Delta.
Reserving water flowing into the Delta for environmental purposes has been
required. The reserved water then flows into the San Francisco Bay and is
unavailable for beneficial use. The impact of these regulations could be
severe during drought years when the supply of water for all uses is limited.
Pursuant to an interim agreement that has been extended and now expires in
late 1998 among the federal agencies, the concerned state agencies,
environmental groups, and water users, a maximum of 1.1 million acre feet of
water has been reserved for such environmental uses. This water would
otherwise be available for beneficial use by state and federal water project
participants. However, there is no assurance that this interim agreement will
be made permanent or that the final agreement now in the final stages of
development will limit water used for environmental purposes to a comparable
amount.
Registrant's total water entitlement substantially exceeds its permanent
crop needs. If a 100% allocation is made by the Project to the Kern County
Water Agency, of which Wheeler Ridge is a sub-unit, then deliveries from
Wheeler Ridge will be sufficient for Registrant's 1998 crops. Longer term,
however, year-to-year uncertainty of the water supply and potentially higher
costs for water may jeopardize the financial viability of Wheeler Ridge by
forcing marginal operators out of business and shifting a greater portion of
the financial burden imposed by long term fixed costs and defaulted water
assessments upon the remaining growers. High water costs prevent farmers from
raising annual crops. Farmers also may be unable to obtain conventional
financing for the higher value permanent crops because of the unpredictability
of a water supply to nourish the trees and vines. These effects have been
mitigated by the set of agreements among the State and nearly all Project
water users known as the "Monterey Agreement". The Monterey Agreement should
improve the reliability of water supply to agricultural users in drought years
by eliminating the priority for urban use that resulted in agriculture's
allocation being reduced to as low as zero in dought years, and should improve
the financial viability of Wheeler Ridge and similarly situated water
districts by allowing for the sale of substantial water entitlement to urban
users. A number of such water transfers have occurred, and interest in
further transfers has been expressed by urban water agencies.
Registrant's contracts with Wheeler Ridge, as of December 31, 1997,
provide for annual water entitlement to approximately 5,488 acres of
Registrant's lands. Existing Wheeler Ridge water delivery facilities are
capable of delivering the contract water entitlement amounts to all of that
acreage. The water contracts require annual payments related to the Project
and Wheeler Ridge fixed costs, whether or not water is used or available.
Payments made under these contracts in 1997 by Registrant totaled
approximately $1,215,000.
In 1995, Registrant transferred 4,021 acre feet of entitlement from
Wheeler Ridge to Tejon-Castaic Water District ("TCWD"), which lies entirely
within the boundaries of Registrant's lands. TCWD contributed 900 acre feet
of entitlement to the Kern Water Bank Authority in order to join the Authority
and obtain water banking rights. The Kern Water Bank provides Registrant with
a supplemental source of water for agricultural and development uses in
drought years. The remaining 3,121 acre feet retained by TCWD are now more
directly under the control of Registrant and would be available for future
development purposes in the San Joaquin Valley or in other areas of the Ranch.
This water could also be used for farming purposes in the same manner it was
used before the transfer with the consent of Wheeler Ridge and the Kern County
Water Agency.
Lands benefiting from Wheeler Ridge are subject to contingent assessment
liens under the California Water Storage District Law. These liens are senior
in priority to any mortgages on the property. The liens secure Wheeler Ridge
bonds issued to finance construction of water distribution facilities. Lien
enforcement can involve foreclosure of the liens and the resulting loss of the
lands subject to the liens. These liens will be enforced only if Wheeler
Ridge revenues from water contracts and other regular revenue sources are not
sufficient to meet Wheeler Ridge obligations. Lien assessments are levied by
Wheeler Ridge based on estimated benefits to each parcel of land from the
water project serving the land. Lands belonging to Registrant are presently
subject to such contingent liens totaling approximately $817,000. Since
commencement of operations in 1971, Wheeler Ridge has had sufficient revenues
from water contract payments and other service charges to cover its
obligations without calls on assessment liens, and Wheeler Ridge has advised
Registrant that it does not anticipate the need to make any calls on
assessment liens.
Under California law, lands located in a water storage district may be
reassessed at the request of the district board of directors or at the request
of 10% or more of the district landholders. As a result of any reassessment,
which is based upon relative benefits from district facilities to each land
parcel, the lien assessments may be redistributed and may increase or decrease
for any particular parcel. Additional projects, if any, which might result in
new assessment liens, must be approved by landowners of more than one-half of
the land (based on valuation) in the district as well as by the California
Department of Water Resources.
Item 3. Legal Proceedings
Registrant leases land to National Cement Company of California, Inc.
("National") for the purpose of manufacturing Portland cement from limestone
deposits found on the leased acreage. See "Business-Resource Management." In
August 1997, National ceased burning hazardous waste as supplemental fuel in
the cement plant located on the land leased from Registrant. The fuel was
obtained, transported, stored and processed by National's subtenant, Systech
Environmental Corporation ("Systech"). Systech has removed the above-ground
improvements from its former sublease premises and is in the process of
preparing a formal closure plan under the Resource Conservation and Recovery
Act ("RCRA"). After this closure plan is approved by the California
Department of Toxic Substances Control, Systech will undertake the site
investigation and (if needed) cleanup work specified in the closure plan.
A number of contaminated sites have been discovered on the land leased
to National, including several landfills containing industrial waste, a
storage area for drums containing lubricants and grease, an underground plume
of chlorinated hydrocarbons, and diesel fuel which leaked from a pipeline.
Because the waste in some or all of the sites has contaminated groundwater,
the California Regional Water Quality Control Board for the Lahontan Region
(the "Regional Water Board") has issued investigation and cleanup orders with
respect to certain of the sites. These orders, which have different
provisions depending on the site involved, generally require National, Lafarge
Corporation ("Lafarge"), the predecessor in interest to National under the
existing lease, and the Registrant to investigate and clean up soil and
groundwater contamination in the vicinity of the sites. Although Registrant
did not deposit any of the contaminants, the orders state that Registrant, as
a landowner, will be responsible for complying with the orders if Lafarge and
National fail to perform the necessary work. Civil fines for violations of a
Regional Water Board order can be as high as $10,000 per day for each day the
violation occurs and as high as $15,000 per day for each day a discharge of
pollutants and a violation of the order occurs.
Lafarge has undertaken the investigation and remediation of the
landfills and has completed the removal of contaminated soils above the
groundwater level from them. Additional work is required to alleviate
groundwater contamination resulting from the landfills. The order issued by
the Regional Water Board with respect to the drum storage area has been
dismissed because of the low level of petroleum contamination. Lafarge has
completed a substantial amount of the site investigation with respect to the
chlorinated hydrocarbons. Lafarge is undertaking additional investigation
work as directed by the Regional Water Board, and is developing a feasibility
study evaluating different remediation options. The plume of chlorinated
hydrocarbons covers an extensive area and has migrated off of the leased
premises in one direction. With respect to the diesel pipe leak, Lafarge has
performed some site investigation and requested that the Regional Water Board
approve closure of the site without requiring any remediation. Registrant
opposed the request, and in December 1996, the Regional Water Board denied
Lafarge's request. Registrant believes that Lafarge will be directed or
ordered to undertake further site investigation. There appears to be
significant contamination along the length of the pipeline, and portions of
the contamination appear to be located under the cement plant itself, which
means that remediation, if possible, may be more difficult and expensive.
On October 9, 1997, the Regional Water Board named National and Lafarge
as primarily responsible parties in a cleanup and abatement order and named
National as the primarily responsible party in a cease and desist order and
waste discharge requirements. Those orders require investigation and certain
remedial activities related to the cement kiln dust piles on the premises but
do not require the removal or disposal of the piles. The Regional Water Board
named Registrant secondarily responsible on these three orders relating to the
kiln dust piles, which means that Registrant could be ordered to perform the
obligations of National or Lafarge under the orders if either of them should
fail to do so. Registrant has appealed these orders but the appeals are
currently stayed pending Lafarge's and National's compliance.
The United States Environmental Protection Agency ("USEPA") has proposed
to regulate all kiln dust nationwide under the hazardous waste program, but
with a tailored set of standards. The proposed rules would mostly involve
careful groundwater monitoring and possibly covering dust piles so they do not
blow in the wind. Measures of this type are already being taken by National
on the cement plant site. Kiln dust from cement plants using supplemental
fuels like the plant operated by National will not be treated any differently
under this program. The cement industry filed comments opposing the proposed
rules for kiln dust and is engaged in a legislative effort to secure the
management of kiln dust as a non-hazardous waste. The industry has also
proposed an enforceable agreement between the cement manufacturers and USEPA
with respect to the management of kiln dust in lieu of regulations. USEPA is
considering this approach. In 1995, the California Legislature enacted
legislation classifying kiln dust as a non-hazardous waste if it is managed
on-site under regulations administered by a regional water quality control
board and it would otherwise be classified as hazardous solely because of its
extreme pH content. Registrant believes this legislative reclassification
will apply to the kiln dust pile currently used by National but not to older
piles created by Lafarge and its predecessors, which are believed to contain
chromium bricks. If the chromium bricks are present, that could provide an
independent basis for classifying the kiln dust as a hazardous waste.
Under the lease between Registrant and National, the tenant is obligated
to indemnify Registrant for costs and liabilities arising directly or
indirectly out of the use of the leased premises by the tenant. All
obligations under this indemnity provision arising after the assignment of the
lease to National (which occurred in November 1987) were assumed by National,
and Lafarge has liability for all obligations under the indemnity provisions
arising before the assignment. National's obligation is guaranteed by its
parent, National Cement Company, Inc. Registrant believes that all of the
matters described above in this Item 3 are included within the scope of the
National and Lafarge indemnity obligations. While National has to date
generally honored its indemnity obligations by reimbursing Registrant for
most of the costs and expenses for which National has been invoiced, Lafarge
has recently repudiated its indemnity obligations. Registrant is currently
evaluating whether it needs to file suit against Lafarge in order to enforce
its rights under the indemnity.
Registrant has been advised that National and Lafarge have reached an
agreement to share cleanup responsibilities. This agreement settled a lawsuit
between National and Lafarge. Registrant believes that under this agreement
Lafarge is responsible for cleanup of the industrial waste landfills, the
diesel release and the chlorinated hydrocarbon plume.
To date Registrant is not aware of any failure by Lafarge or National to
comply with the orders of the Regional Water Board or to pursue the cleanup of
the Additional Landfills as instructed by Regional Water Board staff.
Registrant has not been ordered by the Regional Water Board to perform any of
the investigative, characterization, remediation or removal activities.
However, Registrant has been compelled to become involved in reviewing the
investigative reports and cleanup recommendations made by Lafarge and its
consultants and in monitoring the Regional Water Board proceedings and
Lafarge's activities.
Registrant believes that Lafarge and National have sufficient resources
to perform any reasonably possible or reasonably likely obligations relating
to these matters. Publicly available financial information with respect to
Lafarge indicates that it had a net worth of approximately $1.2 billion as of
September 30, 1997. National and its parent/guarantor are subsidiaries of a
large French company, and so far as Registrant is aware, no separate financial
statements are publicly available with respect to either company. However,
Registrant has held discussions with National which indicate sufficient
resources are available to satisfy any reasonably likely obligations relating
to the above matters. Thus, Lafarge and National appear not to have violated
any Regional Water Board orders and appear to have the financial strength to
carry out any future orders that may be approved by the Regional Water Board.
Therefore, Registrant believes that it is remote that any cleanup orders
issued by the Regional Water Board will have a material effect on Registrant.
If, however, National and Lafarge do not fulfill their cleanup
responsibilities and Registrant is required at its own cost to perform the
landfill, kiln dust, diesel release and underground plume remedial work likely
to be mandated by the regulatory agencies, the amount of any such expenditure
by Registrant could be material.
As an unrelated matter, Registrant has recently become aware that soils
contaminated by gasoline, diesel fuel, and heavy metals are present on the
premises along the Interstate 5 corridor leased by Truckstops of America for a
truck stop and gas station. Registrant has become actively engaged in the
regulatory oversight activities of the Kern County Environmental Health
Services Department, which has named Registrant as a secondarily responsible
party with respect to the underground diesel storage tanks that have leaked,
and of the Central Valley Regional Water Quality Control Board. Registrant
has demanded the cleanup of the contaminated soils. This demand has been made
on the current tenant, the company that owns all Truckstops of America truck
stops nationally, the former tenant, and the guarantors of the lease, Standard
Oil Company of Ohio and BP Oil & Exploration, Inc. Registrant has entered
into settlement discussions with the foregoing parties, all potential
defendants, is currently working with them on a jointly approved investigation
plan, and is hopeful that this dispute can be resolved without resorting to
litigation. Because of the financial strength of Standard Oil Company of
Ohio and BP Oil & Exploration, Inc., Registrant believes it is remote that
this matter will have a material effect on Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
1. 1998 Stock Incentive Plan.
2. Non-Employee Director Stock Incentive Plan.
The above are covered in the definitive Proxy Statement to be filed by
Registrant with the Securities and Exchange Commission with respect to its
1998 Annual Meeting of Stockholders. Refer to "Approval of 1998 Stock
Incentive Plan", "Approval of Non-Employee Director Stock Incentive Plan", and
Appendices A and B of Proxy Statement.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
Registrant's Common Stock is traded on the American Stock Exchange. The
following table shows the high and low sale prices for Registrant's Common
Stock on the American Stock Exchange for each period during the last two
years, as reported by the American Stock Exchange.
1997 1996
Quarter High Low High Low
First 18 14 16-7/8 14-1/4
Second 19 15-1/8 19-1/4 15-3/8
Third 45 17-3/4 18 15-1/4
Fourth 33-3/4 23-7/8 17 14
As of March 11, 1998, there were 750 owners of record of Registrant's
Common Stock.
Registrant paid cash dividends of $.05 per share in each of the years
1997 and 1996. Two and one-half cents per share was paid in June and December
of each year.
Item 6. Selected Financial Data.
Years Ended December 31
(In thousands of dollars, except
per share amounts)
1997 1996 1995 1994 1993
Operating Revenues,
Including Interest
Income $40,986(1) $18,960 $19,554 $16,943 $19,535
Net Income 3,032(1) 1,685 434(2) 1,527 2,972(3)
Total Assets 63,693 47,369 45,203 44,920 47,111
Long-term Debt 3,925 1,800 1,800 1,950 3,550
Income Per Share .24(1) .13 .03(2) .12 .23(3)
Cash Dividends
Declared and Paid Per
Share 0.05 0.05 0.05 0.05 0.05
(1) Includes receipt of one time payment of $2,050,000 ($1,353,000 net
of tax, or $.11 per share) from a pipeline company for the
acquisition of easement rights.
(2) Net income from continuing operations was reduced by $400,000
($240,000 after tax or $.02 per share) due to the charge-off of
almond trees destroyed by 1995 winter storms.
(3) Net income from continuing operations was enhanced by the
recognition of a $1,054,000 ($632,000 after tax or $.05 per share)
refund from a local water district.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Management's Discussion and Analysis of Financial Condition and
Results of Operations includes a number of forward-looking statements that are
subject to many uncertainties and may turn out not to be accurate. These
forward-looking statements are subject to factors beyond the control of the
Company (such as weather and market forces) and with respect to the Company's
future development of its land, the availability of financing and the ability
to obtain various governmental entitlements. No assurance can be given that
actual future events will be consistent with the forward-looking statements
made in this Annual Report.
Results of Operations
As reflected in the accompanying financial statements, net income was
$3,032,000 in 1997, $1,685,000 in 1996, and $434,000 in 1995.
Net income for 1997 increased when compared to 1996 due to higher
operating profits within the Livestock Division and increased easement sales
within the Real Estate Division.
Net income for 1996 increased when compared to 1995 due to improved
operating profits within the Livestock, Farming, and Real Estate Divisions.
Changes in revenues and expenses of Registrant's industry segments for years
1997 and 1996 are summarized below.
Livestock. Livestock net operating income of $1,499,000 in 1997 was an
increase of $1,087,000 when compared to 1996 net operating income. The growth
in net operating income is due primarily to an increase in cattle sales
revenue ($5,972,000) and net operating income provided by the cattle feedlot
that was purchased early in 1997 ($801,000). These favorable variances were
partially offset by an increase in cost of sales on cattle sold of
approximately $5,386,000. Cattle sales revenue grew during 1997 due to an
increase in volume of cattle sold and higher prices on the cattle sold.
During 1997, 3,115 additional head of cattle were sold and the weights at
which the cattle were sold averaged approximately 300 pounds per head greater
than in 1996. Cost of sales increased due to owning the cattle for longer
periods of time during 1997 than in past years. Registrant, with the purchase
of the feedlot, has changed its operating procedures and is holding and owning
the cattle through the feeding phase in order to have more direct control over
the quality of beef the cattle are producing. By holding the cattle for a
longer period of time, the weights on the cattle will increase and Registrant
will receive more for the animal but the cost of sales also increases due to
the costs of feeding for the additional period of ownership.
Registrant continued to use the futures and options markets to protect
the future selling price of cattle and purchase prices of feed. Without the
ability to hedge cattle and feed positions, Registrant would have sustained a
net loss on the sale of its cattle during 1996. During 1997, due to the
increase in cattle prices throughout most of the year, Registrant recognized
approximately $360,000 in losses on hedge positions. Gains on hedge positions
totaled approximately $578,000 during 1996. Many of these gains were due to
the continuing decline of cattle prices during 1996, especially during the
first half of 1996. Registrant's goal in hedging its cattle and feed costs is
to protect or create a range of selling prices and feed prices that in years
like 1996 and 1995, allow Registrant to recognize a profit on the sale of
cattle once all costs are deducted. The risk in hedging cattle prices is that
in those years that prices increase the hedge may limit or cap potential gains
from the increase in price or can add additional costs for feed if grain
prices fall dramatically.
Cattle prices improved throughout 1997 until late 1997 and early 1998
when the impact of the Asian financial crisis hit the cattle commodity
markets. With beef being the largest dollar agricultural export and Asia
receiving much of the beef exported, prices fell significantly during December
1997 through February 1998. Not only have prices declined in the beef market,
but prices for hides, which are used in the production of leather, have also
declined. Hide prices have declined almost 30% over this time period. It is
anticipated that prices later in 1998 will improve when compared to current
levels due to fewer head of cattle being in feedlots for sale. The increase
in prices is expected to be less than would normally be expected due to the
economic problems in Asia. Overall, Registrant believes it will see lower
prices during 1998, which will impact cattle sales revenues.
On March 10, 1997, Registrant purchased the assets of a feedlot that is
located in western Texas. Registrant will operate this feedlot for its use as
well as that of other customers who want to feed cattle. The feedlot was
purchased for $3.5 million, has a cattle head capacity of 35,000 and covers
approximately 650 acres. Registrant believes that by controlling the feeding
phase of its cattle before sending them to packing houses, a better quality
product will be produced providing higher margins to Registrant. During 1997,
the feedlot produced approximately $14,000,000 in revenues and a net operating
profit of $801,000. Registrant believes that the revenues generated by the
new feedlot operation will continue to be material to future earnings. In
connection with the purchase of the feedlot Registrant began a program in 1997
to expand the cattle herd. At December 31, 1997 Registrant had 30,975 head of
cattle, which is approximately 16,000 head more than in 1996. This will allow
Registrant to provide additional cattle for the feedlot operation and
potentially increase the earnings from its cattle operations. Registrant is
also becoming involved in a strategic alliance with other select producers and
a packer to produce a high-grade beef product to be sold to steak restaurants
and higher end grocery stores. The strategic alliance was formed in order for
the producers of cattle to gain higher margins on the beef they produce and
sell.
Livestock operating profits of $412,000 in 1996, grew $371,000 when
compared to 1995 operating profits. The growth in operating profits is due to
a decrease in cost of sales ($2,553,000) which was partially offset by reduced
cattle sales revenue ($2,091,000). Cost of sales declined during 1996 due to
cattle being placed in feedlots for periods of time shorter than in 1995 and
to better grazing conditions during 1996. During 1995, Registrant delayed the
sale of approximately 7,000 head of cattle from May 1995 to October 1995 and
placed these cattle in feedlots during the summer months of 1995. The expense
associated with four extra months of feedlot costs during 1995 is the primary
reason for the favorable 1996 cost of sales variance. The reduction in cattle
sales revenue is due primarily to fewer pounds of cattle being sold in 1996
than in 1995. During 1996, more head of cattle were sold, 10,527 head of
cattle compared to 9,551 head of cattle in 1995, but at weights which were
approximately 370 pounds per head less than in 1995 when cattle were held in
feedlots for four extra months. As in 1995 cattle prices per pound continued
to be depressed throughout 1996.
See Part I, Item 1 -"Business-Livestock Operations" for a further
discussion of Registrant's livestock operations for 1997 and future
expectations.
Farming. Farming operating profits of $2,627,000 in 1997 are $507,000 less
than 1996 operating profits. The decline in 1997 operating profits is due to
a drop in almond revenues ($1,069,000), lower walnut revenues ($377,000) and
higher cultural costs ($940,000). These unfavorable variances were partially
offset by increased grape revenues ($980,000), the receipt in 1997 of revenues
associated with the 1996 crop ($693,000) and lower fixed water costs
($240,000).
The decrease in almond revenues during 1997 was due to a decrease in
production of 12% when compared to 1996 and a decrease in prices of
approximately 47%. Registrant's production fell during 1997 due to the timing
of rains and cold weather during the critical pollination period. Prices
declined due to the California almond industry producing a near record crop.
Walnut revenues declined due to a 39% drop in production during 1997. The
decline in walnut production was due primarily to below normal chilling hours
that are required by walnut trees for adequate dormancy during the winter
months. Grape revenues increased primarily due to an increase in production
of 29% when compared to 1996. Production increased due to favorable summer
weather. The additional revenue received in 1997 related to the 1996 harvest
was due to 1996 final market prices for grapes and almonds being higher than
originally forecasted by the grape and almond industries. Cultural costs
increased due to higher chemical costs, expenses associated with crops coming
into production that were capitalized in prior years and increased harvest
costs due to the high grape production.
Overall 1997 crop revenues were higher than expected due mainly to
higher wine grape production and the receipt in 1997 of revenues associated
with the 1996 crop. Almond, walnut, and pistachio demand is expected to
remain good during 1998 and the near future. Industry expectations are that
statewide nut crop yields should continue to improve, which may negatively
impact prices. In addition, industry projections show a continuation of new
almond and pistachio plantings that could impact prices once full production
begins. Registrant's 1998 almond crop as well as the crops of other producers
within California may be negatively impacted by the winter rain and winds
caused by "El Nino" storms during February 1998 and March 1998 that arrived
during the critical bee pollination period. This potential decline in
production could help stabilize prices on almonds at current levels. In 1996
Registrant signed a five year contract with a winery that provides the better
of a minimum price or market price for grapes each year. This contract is
beneficial to the Registrant because it helps minimize future price
fluctuations. Within the grape industry there continues to be new land
developed, which could depress prices in the future once all new developments
are in full production. Pricing pressure on grapes did begin during 1997 due
to high industry production and should continue into 1998. All of
Registrant's crops are particularly sensitive to the size of each year's world
crop. Large crops in California and abroad can rapidly depress prices. For
a further discussion of the 1997 farming year refer to Part I, Item 1 -
"Business - Farming Operations".
Farming operating profits increased $1,323,000 in 1996 to $3,134,000,
which was a 73% increase over 1995 operating profits. In comparison to 1995,
net operating income increased due to higher pistachio revenues ($608,000),
higher grape revenues ($434,000), higher almond revenues ($127,000), and the
charge-off of destroyed almond trees of $400,000, which occurred during 1995.
Partially offsetting these favorable variances was an increase in fixed water
costs of $168,000 and in cultural costs of $152,000. The increase in cultural
costs was primarily due to higher harvesting costs.
Grape revenues grew $434,000 in 1996 due to increases in prices. On
average the price received by Registrant increased approximately $61.00 per
ton of grapes. The almond revenue increase during 1996 was due to a 13%
increase in production. The increase in production was partially offset by
almond prices falling 7% when compared to 1995 prices. Pistachio revenues
were $608,000 higher in 1996 due to an increase in production. Pistachio
production increased approximately 157% because 1996 was the "on" production
year in the alternate year bearing cycle. Walnut revenues increased $51,000
during 1996 due to prices rising approximately 8% during 1996.
Resource Management. Resource Management net operating income of $1,328,000
in 1997 was $28,000, or 2% below 1996 net operating income. The decrease in
net operating income during 1997 was due to lower revenues from oil and gas
royalties, increases in professional service fees and an increase in staffing
costs. These unfavorable variances were partially offset by increased
sand/rock aggregate royalties, cement royalties, and game management permits.
Oil and gas royalties declined due to lower prices for crude oil within
California and the continuing decline of oil exploration activities on ranch
lands. Professional service fees and staffing costs increased due to the
ongoing monitoring of the activities of oil and gas lessees and monitoring of
environmental activities at the National Cement lease site. Sand/rock and
cement royalties increased during 1997 due to the growth of construction
within Southern California and Kern County. Game management permit revenues
increased due to an expansion of services offered and an increase in hunting
programs. The Resource Management division has been very profitable over the
last several years. However, oil and gas royalties are expected to be
adversly affected over the next few years by the fact than little or no new
oil and gas exploration is taking place on Registrant's lands and oil prices
during early 1998 are at the lowest levels in 18 years. Registrant does
expect royalties from cement production to grow over the next few years due to
increased construction activity and to the cement manufacturing plant being
renovated and production capacity being increased. See Part I, Item 1 -
"Business - Resource Management", for a further discussion of 1997 activities
and future expectations.
Resource Management operating profits of $1,356,000 in 1996 were
$115,000, or 9% greater than 1995 operating profits. The increase in
operating profits during 1996 was primarily due to the growth of filming
location fees and higher oil and gas royalties and cement royalties. These
increases were partially offset by lower sand/rock aggregate royalties and
increased professional service fees. Filming location fees increased due to a
much more aggresive marketing program which increased the number of films and
commercials that used Registrant's lands for location film shoots. Oil and
gas royalties increased due to an increase in oil prices throughout 1996, and
cement royalties were higher due to increases in production because of the
growth in construction within Southern California. Sand/rock royalties
declined due to winter weather during early 1996 which delayed the start of
several construction projects. Professional service fees increased due to the
monitoring of environmental activities at the National Cement site.
Real Estate. Real Estate operating profits of $1,003,000 in 1997 is a
$1,844,000 increase when compared to 1996's operating loss. The increase
during 1997 is due primarily to the receipt of a one time payment of
$2,050,000 ($1,353,000 net of tax) in revenue from a pipeline company for the
acquisiton of easement rights. This increase is partially offset by higher
professional service and planning fees ($154,000) and higher staffing costs
($75,000). Professional service fees increased due to market evaluations
being conducted to determine the feasibility of developing a destination land
use at Grapevine Center and a rural ranch estates program. Staffing costs
increased due to the hiring of a new Vice President of Real Estate. See Part
I, Item 1, "Business - Commercial and Land Use" and Part I, Item 2,
"Properties - Land Planning", for a further discussion of 1997 and 1998
activity and future planning activities.
The 1996 operating loss of $841,000 was a $421,000 improvement over
1995's operating loss of $1,262,000. The improvement in 1996 was due to a
decrease in professional service fees ($573,000) and a gain from the sale of
land ($184,000). Partially offsetting the above favorable variances was an
increase in fixed water costs of $325,000. Registrant's commercial lease
revenue during 1996 was flat when compared to 1995 lease revenues.
Professional service fees declined due to the timing of planning activities on
Registrant's lands related to the Interstate 5 corridor and the absence of any
costs during 1996 related to the proposed major crude oil pipeline through
Registrant's land. The costs associated with the pipeline were incurred
during 1995. Fixed water costs grew due to the transfer of additional state
water project water that can be used in the future for municipal and
industrial uses. In addition to the cost of this additional water, a local
water district charged Registrant for costs related to a water banking
program.
Interest. Interest income declined to $1,159,000 during 1997 from
$1,308,000 in 1996 due to a $3,000,000 reduction in funds invested.
Investment funds declined due to the purchase of the feedlot, capital
expenditures, an increase in the cattle herd, and the payment of dividends.
Interest income in 1996 fell $66,000, or 5%, when compared to 1995
interest income. The reduction during 1996 is due primarily to lower average
invested dollars throughout 1996 when compared to 1995. On average $20.3
million was invested during 1996 while $21.3 million was invested during 1995.
Investment funds declined due to capital expenditures and the payment of
dividends.
Interest expense for 1997 was $747,000, an increase of $452,000 over
1996. The growth in interest expense was due to the addition of long-term
debt associated with the purchase of the cattle feedlot ($2,375,000
outstanding) and the short-term funding of the growth in the cattle herd. The
feedlot also borrows on a short-term basis to provide cattle and feed
financing for its outside customers. The cost of this borrowing approximates
the bank's prime interest rate. The feedlot then charges its customers the
national prime interest rate plus one to one and one-half percent for any
financings it does. See Note 5 to the Audited Consolidated Financial
Statements for a further discription of short-term and long-term debt.
Interest expense declined in 1996 to $295,000 from $436,000 in 1995.
Interest expense during 1996 was attributable to the remaining balance of
long-term debt used to finance Registrant's 758-acre almond and 897-acre wine
grape developments, which were developed in 1981, and use of Registrant's
working capital line of credit. The increase in expense during 1995 was due
to Registrant increasing the usage of short-term lines of credit which became
necessary because of delays in the sale of cattle and the timing of 1995 crop
proceeds.
Corporate Expenses. Corporate expenses for 1997 were $2,346,000, an increase
of $80,000 when compared to 1996 corporate expenses. The increase is due to
higher professional service charges and staffing costs. Staffing costs
increased due to to the fact that Registrant's new Chief Executive Officer
joined Registrant in May 1996 and served the full year of 1997. Professional
service fees increased due to costs associated with consulting contracts with
an investment banking firm.
Corporate expenses for 1996 were $220,000, or 11%, higher than corporate
expenses for 1995. The increase in costs is primarily due an increase in
staffing costs ($122,000) and employee relocation costs ($108,000). These
variances were partially offset by a reduction in professional service fees
($85,000). The increase in staffing costs and relocation costs was primarily
related to the hiring of a new Chief Executive Officer in May 1996.
Inflation. Inflation can have a major impact on Registrant's operations.
The farming operations are most affected by escalating costs and unpredictable
revenues (due to an oversupply of certain crops) and very high irrigation
water costs. High fixed water costs related to Registrant's farm lands will
continue to adversely affect earnings.
Prices received by Registrant for many of its products are dependent
upon prevailing market conditions and commodity prices. Therefore, it is
difficult for Registrant to accurately predict revenue, just as it cannot pass
on cost increases caused by general inflation, except to the extent reflected
in market conditions and commodity prices.
Impact of Accounting Change. In June 1997, the FASB issued SFAS No. 130
"Reporting Comprehensive Income" and SFAS No. 131 "Disclosure about Segments
of an Enterprise and Related Information" which are effective for fiscal years
beginning after December 15, 1997. Accordingly, Registrant plans to adopt
SFAS No. 130 and SFAS No. 131 with the fiscal year beginning January 1, 1998.
SFAS No. 130 and SFAS No. 131 do not have any impact on the financial results
or financial condition of Registrant, but will result in the disclosure of the
components of comprehensive income.
Impact of Year 2000. During early 1997, Registrant completed the conversion
to new accounting and financial software that identifies the date by using
four digits for the year. Registrant at this time believes that the new
software installed will eliminate its internal exposure to Year 2000 problems.
Registrant is in the process of initiating formal communications with
all of its significant suppliers and large customers to determine the extent
to which Registrant's systems are vulnerable to those third parties' failure
to remediate their own Year 2000 issues. No assurances can be given that the
systems of other companies on which Registrant's systems rely will be timely
converted and will not have an adverse effect on the Registrant's systems.
Financial Condition. Registrant's cash, cash equivalents and short-term
investments totaled approximately $18,165,000 at December 31, 1997, a decrease
of 13% from the corresponding amount at the end of 1996. Working capital at
the end of 1997 was $24,518,000, which is comparable to 1996's working
capital. Working capital uses during the year were for capital expenditures,
expansion of the cattle herd, purchase of the cattle feedlot and the payment
of dividends. Registrant has a revolving line of credit of $6,000,000 that as
of December 31, 1997, had a balance of $5,897,000 bearing interest at the rate
of 8.25%. Registrant also has an outstanding short-term borrowing with an
investment banking firm with a balance of $4,827,000 at December 31, 1997 at
an interest rate of 6.50%. The feedlot Registrant acquired also has a short-
term revolving line of credit with a local bank for $4,000,000. The
outstanding balance at December 31, 1997 was $1,231,000, with an interest rate
approximating the Bank's prime lending rate of 8.25%. The revolving lines of
credit are used as a short-term cash management tools and for the financing of
customer cattle and feed receivables at the feedlot.
The principal uses of cash and cash equivalents during 1997, 1996, and
1995 consisted of capital expenditures, expansion of the cattle herd, purchase
of the cattle feedlot, purchase of land, payments of long-term debt and the
payment of dividends.
The accurate forecasting of cash flows by Registrant is made difficult
due to the fact that commodity markets set the prices for the majority of
Registrant's products and the fact that the cost of water changes
significantly from year-to-year as a result of changes in its availability.
Registrant, based on its past experience, believes it will have adequate cash
flows over the next twelve months to fund internal operations.
During 1998, $8,994,000 has been budgeted for capital expenditures,
which includes new equipment and improvements to existing facilities.
Registrant is currently expanding its farming operations with two new farming
developments, will continue the expansion of the cattle herd, and is investing
approximately $5.7 million in the infrastructure and off-site improvements
related to the Travel Plaza joint venture and industrial park. These new
projects will be funded from current cash resources and Registrant's excess
borrowing capacity.
Registrant has traditionally funded its growth and capital additions
from internally generated funds. Management believes that the combination of
short-term investments, excess borrowing capacity, and capital presently
available to it will be sufficient for its near term operations.
Item 8. Financial Statements and Supplementary Data.
The response to this Item is submitted in a separate section of this
Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information as to the directors of Registrant is incorporated by
reference from the definitive proxy statement to be filed by Registrant with
the Securities and Exchange Commission with respect to its 1998 Annual Meeting
of Stockholders. Information as to the Executive Officers of Registrant is
set forth in Part I, Item 1 under "Executive Officers of Registrant."
Item 11. Executive Compensation.
Information required by this Item is incorporated by reference from the
definitive proxy statement to be filed by Registrant with the Securities and
Exchange Commission with respect to its 1998 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information required by this Item is incorporated by reference from the
definitive proxy statement to be filed by Registrant with the Securities and
Exchange Commission with respect to its 1998 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions.
Information required by this Item is incorporated by reference from the
definitive proxy statement to be filed by Registrant with the Securities and
Exchange Commission with respect to its 1998 Annual Meeting of Stockholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents filed as part of this report: Page Number
1. Consolidated Financial Statements:
1.1 Report of Independent Auditors 37
1.2 Consolidated Statements of Financial
Position - December 31, 1997 and 1996 38
1.3 Consolidated Statements of Income -
Years Ended December 31, 1997, 1996
and 1995 40
1.4 Consolidated Statements of Stockholders'
Equity - Three Years Ended
December 31, 1997 41
1.5 Consolidated Statements of Cash Flows -
Years Ended December 31, 1997, 1996
and 1995 42
1.6 Notes to Consolidated Financial
Statements 43
2. Supplemental Financial Statement Schedules:
None.
3. Exhibits:
3.1 Restated Certificate of
Incorporation *
3.2 By-Laws *
10.1 Water Service Contract with
Wheeler Ridge-Maricopa Water
Storage District (without exhibits),
amendments originally filed under
Item 11 to Registrant's
Annual Report on Form 10K **
10.3 Lease Agreement for Mr. San Olen **
10.4 Asset Purchase Agreement dated
March 10, 1997 for purchase of feedlot
assets ***
10.5 Petro Travel Plaza Operating Agreement 62
10.6 Amended and Restated Stock Option
Agreement Pursuant to the 1992
Employee Stock Incentive Plan 114
10.7 Severance Agreement 123
10.8 Director Compensation Plan 135
10.9 Non-Employee Director Stock
Incentive Plan 138
10.9(1)Stock Option Agreement Pursuant
to the Non-Employee Director
Stock Incentive Plan 142
10.10 1998 Stock Incentive Plan 148
10.10(1)Stock Option Agreement Pursuant
to the 1998 Stock Incentive Plan 153
10.11 Employment Contract - Robert L. Stine 160
22 List of Subsidiaries of Registrant 166
23 Consent of Ernst & Young LLP 167
27 Financial Data Schedule (Edgar) 168
(b) Report on Form 8-K filed during the last quarter of the period covered
by this report:
None.
(c) Exhibits
* This document, filed with the Securities Exchange Commission in
Washington D.C. (file number 1-7183) under Item 14 to
Registrant's Annual Report on Form 10-K for year ended December
31, 1987, is incorporated herein by reference.
** This document, filed with the Securities Exchange Commission in
Washington D.C. (file Number 1-7183) under item 14 to
Registrant's Annual Report on Form 10-K for year ended December
31, 1994, is incorporated herein by reference.
*** This document, filed with the Securities Exchange Commission in
Washington D.C. (file Number 1-7183) under item 14 to
Registrant's Annual Report on Form 10-K for year ended December
31, 1996, is incorporated herein by reference.
(d) Financial Statement Schedules -- The response to
this portion of Item 14 is submitted as a separate
section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TEJON RANCH CO.
DATED: March 20, 1998 BY:
Robert A. Stine
President and Chief Executive
Officer
(Principal Executive Officer)
DATED: March 20, 1998 BY:
Allen E. Lyda
Vice President, Finance &
Treasurer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Name Capacity Date
Director March 23, 1998
Otis Booth, Jr.
Director March 23, 1998
Craig Cadwalader
Director March 23, 1998
Dan T. Daniels
Director March 23, 1998
Rayburn S. Dezember
Director March 23, 1998
Robert F. Erburu
Director March 23, 1998
Clayton W. Frye, Jr.
Director March 23, 1998
Donald Haskell
Director March 23, 1998
Norman Metcalfe
Director March 23, 1998
Robert Ruocco
Director March 23, 1998
Robert A. Stine
Director March 23, 1998
Martin Whitman
Director March 23, 1998
Phillip L. Williams
Annual Report on Form 10-K
Item 8, Item 14(a)(1) and (2),(c) and (d)
List of Financial Statements and Financial Statement Schedules
Financial Statements
Certain Exhibits
Year Ended December 31, 1997
Tejon Ranch Co.
Lebec, California
Form 10-K - Item 14(a)(1) and (2)
Tejon Ranch Co. and Subsidiaries
Index to Financial Statements and Financial Statement Schedules
ITEM 14(a)(1) - FINANCIAL STATEMENTS
The following consolidated financial statements of Tejon Ranch Co. and
subsidiaries are included in Item 8:
Page
Report of Independent Auditors 37
Consolidated Balance Sheets -
December 31, 1997 and 1996 38
Consolidated Statements of Income -
Years Ended December 31, 1997, 1996 and 1995 40
Consolidated Statements of Stockholders' Equity -
Three Years Ended December 31, 1997 41
Consolidated Statements of Cash Flows -
Years Ended December 31, 1997, 1996 and 1995 42
Notes to Consolidated Financial Statements 43
ITEMS 14(a)(2) - FINANCIAL STATEMENT SCHEDULES
All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
Report of Independent Auditors
Stockholders and Board of Directors
Tejon Ranch Co.
We have audited the consolidated balance sheets of Tejon Ranch Co. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Tejon Ranch Co.
and subsidiaries at December 31, 1997 and 1996, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Los Angeles, California
February 11, 1998
Tejon Ranch Co. and Subsidiaries
Consolidated Balance Sheets
December 31
1997 1996
Assets
Current assets:
Cash and cash equivalents $ 976,000$ 693,000
Marketable securities 17,189,000 20,127,000
Accounts receivable 8,448,000 4,303,000
Inventories 12,222,000 3,430,000
Prepaid expenses and other current assets 1,659,000 1,319,000
Total current assets 40,494,000 29,872,000
Property and equipment, net 21,778,000 16,270,000
Other assets:
Breeding herd, net of accumulated
depreciation of $134,000 in 1,147,000 1,054,000
1997 and $133,000 in 1996
Other assets 274,000 173,000
1,421,000 1,227,000
Total assets $63,693,000 $47,369,000
See accompanying notes.
December 31
1997 1996
Liabilities and Stockholders' equity
Current liabilities:
Trade accounts payable $ 2,889,000 $ 488,000
Other accrued liabilities 390,000 569,000
Current deferred income 292,000 265,000
Income taxes payable --- 856,000
Short-term note 11,955,000 2,808,000
Current portion of long-term debt 450,000 200,000
Total current liabilities 15,976,000 5,186,000
Long-term debt, less current portion 3,925,000 1,800,000
Deferred income taxes 3,304,000 2,651,000
Commitments and contingencies
Stockholders' equity:
Common Stock, $.50 par value per share:
Authorized shares - 30,000,000
Issued and outstanding shares -
and 12,682,244 in 1996 6,343,000 6,341,000
Additional paid-in capital 385,000 387,000
Unrealized gains on available-for-sale
securities, net of taxes 109,000 7,000
Defined benefit plan-funding --- (256,000)
adjustment, net of taxes
Retained earnings 33,651,000 31,253,000
Total stockholders' equity 40,488,000 37,732,000
Total liabilities and stockholders' $63,693,000 $47,369,000
See accompanying notes
Tejon Ranch Co. and Subsidiaries
Consolidated Statements of Income
Year Ended December 31
1997 1996 1995
Revenues:
Livestock $ 24,555,000 $ 4,573,000 $ 6,748,000
Farming 9,173,000 9,107,000 7,973,000
Resource Management 2,696,000 2,508,000 2,188,000
Real Estate 3,403,000 1,464,000 1,271,000
Interest income 1,159,000 1,308,000 1,374,000
40,986,000 18,960,000 19,554,000
Costs and expenses:
Livestock 23,056,000 4,161,000 6,707,000
Farming 6,546,000 5,973,000 6,162,000
Resource Management 1,368,000 1,152,000 947,000
Real Estate 2,400,000 2,305,000 2,533,000
Corporate expenses 2,346,000 2,266,000 2,046,000
Interest expense 747,000 295,000 436,000
36,463,000 16,152,000 18,831,000
Income before income taxes 4,523,000 2,808,000 723,000
Income taxes 1,491,000 1,123,000 289,000
Net income $ 3,032,000 $ 1,685,000 $ 434,000
Net income per share, basic $0.24 $0.13 $0.03
Net income per share, diluted $0.24 $0.13 $0.03
See accompanying notes.
Tejon Ranch Co. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Three years ended December 31, 1997
Additional Unrealized Benefit Plan
Common Paid-In Gains Funding Retained
Stock Capital (Losses) Adjustment Earnings Total
Balance, January
1, 1995 $6,341,000$387,000 $(372,000) --- $30,402,000 $36,758,000
Net income --- --- --- --- 434,000 434,000
Cash dividends
paid- $.05 per
share --- --- --- --- (634,000) (634,000)
Change in
unrealized gains
(losses) on --- --- 411,000 --- --- 411,000
available-for-sale
securities, net of
a tax benefit of
$164,000
Balance December
31, 1995 6,341,000 387,000 39,000 --- 30,202,000 36,969,000
Net income --- --- --- --- 1,685,000 1,685,000
Cash dividends
paid- --- --- --- --- (634,000) (634,000)
$.05 per share
Defined benefit
plan funding --- --- --- (256,000) --- (256,000)
adjustments,net of
taxes of $170,000
Changes in
unrealized gains
(losses) on --- --- (32,000) --- --- (32,000)
available-for-sale
securities, net of
taxes of $21,000
Balance December 6,341,000 387,000 7,000 (256,000) 31,253,000 37,732,000
31, 1996
Net Income --- --- --- --- 3,032,000 3,032,000
Cash dividends
paid-
$.05 per share --- --- --- --- (634,000) (634,000)
Defined benefit
plan funding --- --- --- 256,000 --- 256,000
adjustments, net
of taxes of
$170,000
Changes in
unrealized gains
(losses) on --- --- 102,000 --- --- 102,000
available-for-sale
securities, net of
taxes of $73,000
Exercise of stock 2,000 (2,000) --- --- --- ---
options
Balance, December $6,343,000 $385,000 $ 109,000 $ --- $33,651,000 $40,488,000
31,1997
See accompanying notes.
Tejon Ranch Co. and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
1997 1996 1995
Operating activities
Net income $ 3,032,000 $ 1,685,000 $ 434,000
Items not affecting cash:
Depreciation and amortization 1,729,000 1,221,000 1,017,000
Deferred income taxes 585,000 134,000 (196,000)
(Gains) losses on sales of 3,000 --- (7,000)
investments
Current deferred income 27,000 (208,000) 71,000
Changes in certain current assets
and current liabilities:
Accounts receivable (4,145,000) 184,000 (2,362,000)
Inventories (8,434,000) (603,000) 301,000
Prepaid expenses and other (100,000) (93,000) 57,000
current assets
Trade accounts payable and other 2,222,000 (355,000) (251,000)
accrued liabilities
Income taxes payable (856,000) 592,000 (292,000)
Net cash provided by (used in) (5,937,000) 2,557,000 (1,228,000)
operating activities
Investing activities
Acquisition of Champion Feeders (3,874,000) --- ---
Maturities of marketable 8,415,000 9,859,000 8,754,000
securities
Funds invested in marketable (5,310,000) (9,784,000) (4,657,000)
securities
Net change in breeding herd (174,000) (168,000) (125,000)
Property and equipment (3,600,000) (2.343,000) (3,263,000)
expenditures
Net book value of property and --- --- 528,000
equipment disposals
Other (125,000) 36,000 (24,000)
Net cash provided by (used in) (4,668,000) (2,400,000) 1,213,000
investing
Financing activities
Proceeds from revolving line of 30,435,000 15,824,000 9,792,000
credit
Payments on revolving line of (21,288,000) (14,698,000) (9,017,000)
credit
Borrowing of long-term debt 2,500,000 --- 2,000,000
Repayments of long-term debt (125,000) --- (2,150,000)
Cash dividends paid (634,000) (634,000) (634,000)
Net cash provided by (used in) 10,888,000 492,000 (9,000)
financing activities
Increase (decrease) in cash and 283,000 649,000 (24,000)
cash equivalents
Cash and cash equivalents at 693,000 44,000 68,000
beginning of year
Cash and cash equivalents at end $ 976,000 $ 693,000 $ 44,000
of year
See accompanying notes
Tejon Ranch Co. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All intercompany transactions have been
eliminated in consolidation.
Cash Equivalents
The Company considers all highly liquid investments, with a maturity 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
classifies all marketable securities as available-for-sale, which are stated
at fair value with the unrealized gains (losses), net of tax, reported in a
separate component of stockholders' equity.
Credit Risk
The Company grants credit to customers, principally large cattle purchasers,
feedlot customers, co-ops, wineries, nut marketing companies, and lessees of
Company facilities, all of which are located in California. The Company
performs periodic credit evaluations of its customer's financial condition and
generally does not require collateral.
During 1997, 1996 and 1995 the following customers accounted for more than 10%
of the Company's consolidated revenues, Golden State Vintners (14% in 1997,
21% in 1996, and 18% in 1995), Harris Ranch (18% in 1996), and Timmerman
Cattle (26% in 1995).
Farm Inventories
Costs of bringing crops to harvest are capitalized when incurred. Such costs
are expensed when the crops are sold. Farm inventories held for sale are
valued at the lower of cost (first-in, first-out method) or market.
Cattle Inventories and Breeding Herd
Cattle raised on the Ranch are stated at the accumulated cost of developing
such animals for sale or transfer to a productive function and purchased
cattle are stated at cost plus development costs. All cattle held for sale
are valued at the lower of cost (first-in, first-out method) or market and are
included in the caption inventories. Purchased bulls and cows, included in
the breeding herd and used for breeding, are depreciated using the straight-
line method over five to seven years.
Commodity Contracts Used to Hedge Price Fluctuations
The Company enters into futures and option contracts to hedge its exposure to
price fluctuations on its stocker cattle and its cattle feed costs. The goal
of the Company is to protect or create a future price for its cattle and feed
that will provide a profit once the cattle are sold and all costs are
deducted. Realized gains, losses, and costs associated with closed contracts
are included in prepaid assets and are recognized in cost of sales expense at
the time the hedged cattle are sold or feed is used.
Property and Equipment
Property and equipment accounts are stated on the basis of cost, except for
land acquired upon organization in 1936 which is stated on the basis (presumed
to be at cost) carried by the Company's predecessor. Depreciation is computed
using the straight-line method over the estimated useful lives of the various
assets. Buildings and improvements are depreciated over a 10 year to 27.5
year life. Machinery and equipment is depreciated over a 3 year to 10 year
life depending on the type of equipment. Vineyards and orchards are generally
depreciated over a 20 year life with irrigation systems over a 10 year life.
Oil, gas and mineral reserves have not been appraised, so no value has been
assigned to them.
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. Revenue from crops earned during the development stage are
credited against development costs. Depreciation commences when the crops
become commercially productive.
At the time crops are harvested and delivered to buyers and revenues are
estimatable, revenues and related costs are recognized, which traditionally
occurs during the third and fourth quarters of each year. Orchard revenues
are based upon estimated selling prices, whereas vineyard revenues are
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. Actual final orchard crop
selling prices are not determined for several months following the close of
the Company's fiscal year due to supply and demand fluctuations within the
orchard crop markets. Adjustments for differences between original 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 $693,000 in 1997, decreased farming revenue $129,000 in 1996,
increased farming revenue by $124,000 in 1995.
The California Almond Board has the authority to require producers of almonds
to withhold a portion of their annual production from the marketplace. At
December 31, 1997, 1996 and 1995, no such withholding was mandated.
Net Income Per Share
Effective December 31, 1997, the Company adopted SFAS 128 "Earnings Per Share"
which replaced primary and fully diluted earnings per share with basic and
diluted earnings per share.
Basic net income per share is based upon the weighted average number of shares
of common stock outstanding during the year (12,683,497 in 1997,12,682,244 in
1996 and 12,682,244 in 1995). Diluted net income per share is based upon the
weighted average number of shares of common stock outstanding, and the average
shares outstanding assuming the issuance of common stock for stock options
using the treasury stock method (12,726,729 in 1997, 12,683,760 in 1996, and
12,684,105 in 1995). The weighted average of dilutive stock options were
43,232 in 1997, 1,516 in 1996, and 1,861 in 1995.
In March 1992, the Company's Board of Directors adopted the 1992 Stock Option
Plan providing for the granting of options to purchase a maximum of 230,000
shares of the Company's common stock to employees, advisors, and consultants
of the Company. Since the adoption of the Plan, the Company has granted
options to purchase 179,000 shares at a price equal to fair market value at
date of grant.
Long-Lived Assets
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", the Company records impairment losses on long-lived
assets held and used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than their related carrying amounts. SFAS No. 121 had no impact on the
Company's consolidated financial position and results of operations in the
current year.
Environmental
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, 1997, 1996 or 1995.
Use of Estimates
The financial statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on informed
estimates and judgments of management. Actual results could differ from these
estimates.
New Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
and SFAS No. 131" Disclosure about Segments of an Enterprise and Related
Information" which are effective for fiscal years beginning after December 15,
1997. Accordingly, the Company plans to adopt SFAS No. 130 and SFAS No. 131
with the fiscal year beginning January 1, 1998. SFAS No. 130 and SFAS No. 131
do not have any impact on the financial results or financial condition of the
Company, but will result in the disclosure of the components of comprehensive
income.
2. Marketable Securities
Statement of Financial Accounting Standard (SFAS) No. 115, Accounting for
Certain Investments in 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.
The following is a summary of available-for-sale securities at December 31:
1997 1996
Estimated Fair Estimated Fair
Cost Value Cost Value
Marketable securities:
U.S. Treasury
and agency
notes $9,770,000 $9,947,000 $13,156,000 $13,158,000
Corporate notes 7,237,000 7,242,000 6,960,000 6,969,000
$17,007,000 $17,189,000 $20,116,000 $20,127,000
As of December 31, 1997, the cumulative fair value adjustment to stockholders'
equity is an unrealized gain of $109,000, net of a tax expense of $73,000.
The Company's gross unrealized holding gains equal $220,000, while gross
unrealized holding losses equal $38,000. On
December 31, 1997, the average maturity of U.S. Treasury and agency securities
was one year and corporate notes was 1.7 years. Currently, the Company has no
securities with a weighted average life of greater than five years. During
1997, the Company recognized losses of $3,000 on the sale of $2.0 million of
securities, carried at historical cost adjusted for amortization and
accretion. There were no sales of securities during 1996.
Market value equals quoted market price, if available. If a quoted market
price is not available, market value is estimated using quoted market prices
for similar securities. The Company's investments in corporate notes are with
companies with a credit rating of A or better.
3. Inventories
Inventories at December 31, 1997 and 1996 consist principally of cattle held
for sale.
4. Property and Equipment
Property and equipment consists of the following at December 31:
1997 1996
Land and land improvements $ 4,040,000 $ 3,877,000
Buildings and improvements 10,875,000 7,639,000
Machinery, water pipelines, furniture, fixtures,
and other equipment 6,480,000 4,254,000
Vineyards and orchards 16,478,000 15,068,000
37,873,000 30,838,000
Less allowance for depreciation (16,095,000) (14,568,000)
$ 21,778,000 $ 16,270,000
5. Line of Credit and Long-Term Debt
The Company may borrow up to $6,000,000 on a short-term unsecured revolving
line of credit at interest rates approximating the bank's prime rate (8.25% at
December 31, 1997). The revolving line expires in September 1999. At
December 31, 1997, there was $5,897,000 of outstanding debt under the line of
credit agreement. The Company also has an outstanding short-term borrowing
with an investment banking company, with an outstanding balance of $4,827,000
at December 31, 1997, at an interest rate of 6.50%. The Company's acquired
feedlot also has a short-term revolving line of credit with a local bank for
$4,000,000. The outstanding balance at December 31, 1997 was $1,231,000,
with the interest rate approximating the bank's prime lending rate of 8.25%.
At December 31, 1996, the Company had outstanding short-term borrowing under a
line of credit with a banking company. The short-term borrowing was in the
amount of $2,808,000 at an interest rate of 8.25%.
Long-term debt consists of the following at December 31:
1997 1996
Notes payable to a bank $4,375,000 $2,000,000
Less current portion (450,000) (200,000)
$3,925,000 $1,800,000
One note payable with an outstanding balance of $2,000,000 to a bank provides
for interest at an average rate of 7.91% per annum, payable monthly, on
amounts outstanding. Principal is payable in semi-annual installments of
$100,000, with the remaining balance due December 31, 1999. Amounts borrowed
under the agreement are unsecured.
The second note payable with an outstanding balance of $2,375,000 to a bank
provides for interest at an average rate of 8.57% per annum, payable monthly,
on amounts outstanding. Principal is payable quarterly in amounts of $62,500,
with the remaining balance due
December 31, 2003. Amounts borrowed are secured by land and assets of the
acquired feedlot.
The line of credit and long-term debt instruments listed above approximate
fair value.
Interest paid approximated interest expense incurred for each of the three
years in the period ended December 31, 1997.
Maturities of long-term debt at December 31, 1997 are $450,000 in 1998,
$2,050,000 in 1999, and $250,000 per year for 2000 through 2002 and $1,125,000
thereafter.
6. Common Stock and Stock Option Information
The Company has elected to follow Accounting Principles Board Opinion No 25,
"Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employees', advisors', and consultants'
stock options because, as discussed below, the alternative fair value
accounting provided for under SFAS No. 123, "Accounting for Stock-Based
Compensation," requires use of option valuation models that were not developed
for use in valuing employee stock options. Under APB 25, because the exercise
price of stock options granted by the Company equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
The 1992 Stock Option Plan provides for the granting of options to purchase a
maximum of 230,000 shares of the Company's common stock at 100% of the fair
market value as of the date of grant. The compensation committee of the board
of directors administers the plan. 179,000 options have been granted under
the 1992 Stock Option Plan with 159,000 options at a grant price of $16 per
share and 20,000 options at a grant price of $15 per share.
During 1996, 100,000 shares were granted at an exercise price of $17.88, which
was the market price at the date of grant. These options have a ten-year
period to exercise and vest over a one-to-five-year period from the date of
grant. These options along with 59,000 options granted in 1992 at $20 per
share were subsequently amended in 1997. On April 7, 1997 159,000 shares were
amended to lower the previously existing exercise price to $16.00 per share,
which was the market price at the amended date of grant. These options have a
ten-year period to exercise and vest over a one-to-five-year period from the
grant date. The exercise period and vesting period of these options run from
the original grant date. The original grant date for 59,000 options is 1992
and 100,000 options have an original grant date of May 1, 1996.
Pro forma information regarding net income and earnings per share is required
by SFAS No. 123, and has been determined as if the Company had accounted for
its stock options under the fair value method of the statement. The fair
value for these options was estimated at the date of grant using a Black-
Scholes option pricing model with the following weighted average assumptions
for 1997: Risk-free interest rate of 5.80%; dividend rate of .20%; volatility
factor of the expected market price of the Company's common stock of .35; and
a weighted average expected life of the options of five years from the option
grant date.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
managements opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its stock option plan.
For proposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting periods. The Company's pro
forma information follows:
1997 1996
Pro forma net income $ 2,940,000 $ 1,634,000
Pro forma net income per $0.23 $0.13
share, diluted
A summary of the Company's stock option activity, and related information for
the years ended December 31, follows:
1997 1996
Weighted- Weighted-
Average Average
Exercise Exercise
Options Prices Options Prices
Outstanding beginning of 179,000 $ 17.84 93,000 $ 17.70
year
Granted 159,000 16.00 100,000 17.88
Exercised (6,822) 15.33 --- ---
Forfeited (159,000) 18.66 (14,000) 11.88
Outstanding end of year 172,178
$ 15.91 179,000 $ 17.84
Weighted-average fair
value of options granted $ 6.34 $ 6.31
The above options were exercised with a net 3,750 shares of common stock
issued by the Company as 3,072 of the options were given back by the grantees
as consideration for the exercise price of the options.
Exercise prices for options outstanding as of December 31, 1997 ranged from
$15.00 to $16.00. The weighted-average remaining contractual life of those
options is approximately six years.
7. Commodity Contracts Used to Hedge Price Fluctuations
The Company uses commodity derivatives to hedge its exposure to price
fluctuations on its purchased stocker cattle and its cattle feed costs. The
objective is to protect or create a future price for stocker cattle that will
protect a profit or minimize a loss once the cattle are sold and all costs are
deducted and protect the Company against a disastrous cattle market decline.
To help achieve this objective the Company uses both the futures commodity
markets and options commodity markets. A futures contract is an obligation to
make or take delivery at a specific future time of a specifically defined,
standardized unit of a commodity at a price determined when the contract is
executed. Options are contracts that give their owners the right, but not the
obligation, to buy or sell a specified item at a set price on or before a
specified date. The Company continually monitors any open futures and options
contracts to determine the appropriate hedge based on market movement of the
underlying asset. The options and futures contracts used typically expire on
a quarterly or semi-annual basis and are structured to expire close to or
during the month the stocker cattle and feed are scheduled to be sold or
purchased. The risk associated with hedging for the Company is that hedging
limits or caps the potential profits if cattle prices begin to increase
dramatically or can add additional costs for feed if grain prices fall
dramatically.
Payments received and paid related to outstanding options contracts are
deferred in prepaid and other current assets and were approximately $12,000 at
December 31, 1997. Futures contracts are carried off-balance sheet until the
contracts are settled because there is no exchange of cash until settlement.
Realized gains, losses, and costs associated with closed contracts are
included in prepaid and other assets and will be recognized in cost of sales
expense at the time the hedged stocker cattle are sold. At December 31, 1997
there was $181,000 of hedging costs associated with closed contracts included
in prepaid and other assets. During 1997, the Company recognized
approximately $360,000 in net losses from hedging activity as an increase in
cost of sales. In 1996 and 1995, the Company recognized approximately
$577,000 and $215,000, respectively, in net gains from hedging activity as a
reduction in cost of sales.
The following table identifies the futures contract amounts and options
contract costs outstanding at December 31, 1997:
Cattle Hedging Estimated
Activity Commodity Original Fair Value Estimated
Future/Option Contract/Cost at Settlement Gain(Loss)
Description No. Contracts (Bought) Sold (Buy) Sell at Settlement
Corn futures bought 1,220 $ (3,637,000) $ 3,346,000 $(291,000)
1,000 bushels per contract
Cattle options bought 50 (12,000) 38,000 26,000
40,000 lbs. per contract
The above futures contracts and options contracts expire between February 1998
and September 1998. Estimated fair value at settlement is based upon quoted
market prices at December 31, 1997.
8. Income Taxes
The Company accounts for income taxes using SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 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 in the Company's
financial statements or tax returns.
The provision for income taxes consists of the following at December 31:
1997 1996 1995
Federal:
Current $ 691,000 $ 746,000 $ 176,000
Deferred 486,000 106,000 70,000
1,177,000 852,000 246,000
State:
Current 182,000 248,000 65,000
Deferred 132,000 23,000 (22,000)
314,000 271,000 43,000
$1,491,000 $1,123,000 $ 289,000
The reasons for the difference between total income tax expense and the amount
computed by applying the statutory Federal income tax rate (34%) to income
before taxes are as follows at December 31:
1997 1996 1995
Income tax at the statutory rate $1,538,000 $955,000 $ 246,000
State income taxes, net of Federal 123,000 179,000 29,000
benefit
Other, net (170,000) (11,000) 14,000
$1,491,000 $1,123,000 $ 289,000
Deferred income taxes result from temporary differences in the financial and
tax bases of assets and liabilities. The net current deferred asset is
included with prepaid expenses and other assets on the statement of financial
position. Significant components of the Company's deferred tax
liabilities and assets are as follows at December 31:
Deferred tax assets: 1997 1996
Accrued expenses $ 126,000 $ 147,000
Prepaid revenues 44,000 147,000
Other 65,000 50,000
Total deferred tax assets 235,000 344,000
Deferred tax liabilities:
Depreciation and amortization 1,458,000 1,460,000
Involuntary conversion-land 1,339,000 363,000
Other 507,000 828,000
Total deferred tax liabilities 3,304,000 2,651,000
Net deferred tax liabilities $3,069,000 $2,307,000
The Company made net payments of income taxes of $1,317,000, $531,000 and
$721,000 during 1997, 1996 and 1995, respectively.
9. Operating Leases
The Company is lessor of certain property pursuant to various commercial lease
agreements having terms ranging up to 60 years. The cost and accumulated
depreciation of buildings and improvements subject to such leases were
$2,699,000 and $998,000, respectively, at
December 31, 1997. Income from commercial rents, included in real estate
revenue was $985,000 in 1997, $928,000 in 1996, and $936,000 in 1995. Future
minimum rental income on noncancelable operating leases as of December 31,
1997 is: $1,035,000 in 1998, $921,000 in 1999, $830,000 in 2000, $826,000 in
2001, $826,000 in 2002, and $5,718,000 for years thereafter.
10. Commitments and Contingencies
A total of 6,200 acres of the Company's land is subject to water contracts
requiring minimum future annual payments for as long as the Company owns such
land. The estimated minimum payments for 1998 are $1,300,000, whether or not
water is available or is used. Minimum payments made under these contracts
were approximately $1,215,000 in 1997, $1,277,000 in 1996, and $1,109,000 in
1995. Approximately 4,600 acres of these lands are subject to contingent
assessments of approximately $817,000 to service water district bonded
indebtedness, if water district revenues are insufficient to cover bond
interest and redemptions when due.
The Company leases land to National Cement Company of California, Inc.
(National) for the purpose of manufacturing portland cement from limestone
deposits on the leased acreage. National, Lafarge Corporation (the parent
company of the previous operator) and the Company have been ordered to cleanup
and abate an old industrial waste landfill site and the cement kiln dust pile
on the leased premises. The cleanup order for the kiln dust piles now
requires only site stabilization measures of the sort previously undertaken by
National, and does not call for transporting the large piles offsite. Under
both orders, the Company is secondarily liable and will be called upon to
perform work only if National and Lafarge fail to do so. Under the lease
agreements with National and Lafarge, both companies are required to indemnify
the Company for any costs and liabilities incurred in connection with the
cleanup order. Due to the financial strength of National and Lafarge, the
Company believes that a material effect to the Company is remote at this time.
11. Retirement Plan
The Company has a retirement plan which covers substantially all employees.
The benefits are based on years of service and the employee's five year final
average salary. Contributions are intended to provide for benefits
attributable to service both to date and expected to be provided in the
future. The Company funds the plan in accordance with the Employee Retirement
Income Security Act of 1974 (ERISA).
The following accumulated benefit information is as of December 31:
1997 1996
Accumulated actuarial present value of benefit
obligation, including vested benefits of $2,254,000
in 1997 and $2,060,000 in 1996 $2,315,000 $2,084,000
Projected benefit obligation for service rendered to 2,820,000 2,466,000
date
Plan assets at fair value 2,323,000 1,947,000
Projected benefit obligation in excess of Plan assets (497,000) (519,000)
Items not yet recognized in earnings:
Unrecognized net gain from past experience different
from that assumed and effects of changes in 1,036,000 1,084,000
assumptions
Unrecognized net transition asset being amortized
over approximately 17 years (118,000) (138,000)
Adjustment required to recognize minimum liability --- (564,000)
Prepaid (accrued) pension cost $ 421,000 $ (137,000)
In accordance with the provisions of Financial Accounting Standard No. 87, the
Company recorded a minimum pension liability representing the excess of the
accumulated benefit obligation over the fair value of plan assets and accrued
pension liabilities during 1996. The liability was offset by intangible
assets to the extent possible. Because the asset recognized may not exceed
the amount of unrecognized past service cost, the balance of the liability at
the end of 1996 was reported as a separate reduction of stockholders' equity,
net of applicable deferred income taxes.
Plan assets consist of equity, debt, and short-term money market investment
funds. 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 6.5% in 1997 and 1996. The expected long-
term rate of return on plan assets was 7.5% in 1997 and 1996.
Total pension and retirement expense was as follows for each of the years
ended December 31:
1997 1996 1995
Cost components:
Service cost-benefits earned during the period $(81,000) $(74,000) $ (80,000)
Interest cost on projected benefit obligation (155,000) (136,000) (136,000)
Actual return on plan assets 543,000 (89,000) 305,000
Net amortization and deferral (422,000) 214,000 (209,000)
Total net periodic pension cost $(115,000) $(85,000) $(120,000)
12. Business Segments
The Company operates principally in four industries: livestock, farming,
resource management, and real estate use. The livestock segment includes the
production and sale of beef cattle and operation of a feedlot. The farming
segment involves those operations related to permanent crops, leasing
farmland, and the supervision of farming activities. The resource management
and the real estate segments collect rents and royalties from lessees of
Company-owned properties, and the real estate operation entitles and develops
Company-owned properties.
Information pertaining to the Company's business segments follows for each of
the years ended December 31
1997 1996 1995
Segment profits:
Livestock $ 1,499,000 $ 412,000 $ 41,000
Farming 2,627,000 3,134,000 1,811,000
Resource management 1,328,000 1,356,000 1,241,000
Real Estate 1,003,000 (841,000) (1,262,000)
Segment profits 6,457,000 4,061,000 1,831,000
Interest income 1,159,000 1,308,000 1,374,000
Corporate expenses (2,346,000) (2,266,000) (2,046,000)
Interest expense (747,000) (295,000) (436,000)
Operating profit $ 4,523,000 $ 2,808,000 $ 723,000
Depreciation
Identifiable and Capital
Assets Amortization Expenditures
1997
Livestock $24,215,000 $ 588,000 $4,109,000
Farming 10,176,000 737,000 1,287,000
Resource management 363,000 21,000 25,000
Real Estate 5,933,000 328,000 1,571,000
Corporate 23,006,000 55,000 84,000
Total $63,693,000 $1,729,000 $7,076,000
1996
Livestock $ 5,554,000 $ 307,000 $ 98,000
Farming 10,545,000 626,000 1,051,000
Resource Management 259,000 1,000 ---
Real Estate 2,874,000 183,000 901,000
Corporate 28,137,000 104,000 293,000
Total $47,369,000 $1,221,000 $2,343,000
1995
Livestock $ 5,533,000 $ 303,000 $ 270,000
Farming 10,370,000 477,000 2,287,000
Resource Management 258,000 1,000 ---
Real Estate 2,713,000 133,000 557,000
Corporate 26,329,000 103,000 149,000
$45,203,000 $1,017,000 $3,263,000
Intersegment sales are not significant. Segment profits are total revenues
less operating expenses, excluding interest and corporate expenses.
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, refundable and deferred
income taxes, 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 (presumed to be at cost) carried by the Company's
predecessor.
13. Unaudited Quarterly Operating Results
The following is a tabulation of unaudited quarterly operating results for the
years indicated (in thousands of dollars, except per share amounts):
Segment Net Earnings
Total Profit Income (Loss)
Revenue(1) (Loss) (Loss) Per Share(2)
1997
First quarter $ 3,037 $ (93) $ (288) $(0.02)
Second quarter 6,265 251 (6) 0.00
Third quarter 16,163 2,830 1,432 0.11
Fourth quarter (3) 15,521 3,469 1,894 0.15
$40,986 $6,457 $3,032 $ 0.24
1996
First quarter $ 1,518 $ (408) $ (364) $(0.03)
Second quarter 4,312 416 57 0.01
Third quarter 5,824 1,982 918 0.07
Fourth quarter 7,306 2,071 1,074 0.08
$18,960 $4,061 $1,685 $ 0.13
(1) Includes interest income.
(2) Earnings per share on a diluted basis.
(3) Includes receipt of one time payment of $2,050,000 ($1,353,000 net of
tax or $.11 per share) from a pipeline company for acquisition of
easement rights.
14. Acquisition of Assets
On March 10, 1997, the Company completed the purchase of certain assets from
Champion Feeders, Inc., a cattle feedlot company in western Texas. The assets
purchased include land, a feed mill, cattle pins, office and shop buildings,
and all rolling stock. No debt or material liabilities of Champion Feeders,
Inc. were assumed in the purchase of these assets. The purchase price for
these assets was $3.5 million plus inventory and other assets of $374,000, as
of February 28, 1997 and has been accounted for as a purchase. The purchase
price of assets was based upon a dollar value per head of capacity at the
feedyard and the fair market value of assets purchased. The excess of the
purchase price over the fair market value of tangible assets acquired was
immaterial.
The purchase of these assets allows the Company to begin to meet its long-
term objective of becoming more vertically integrated within the beef
industry. The assets purchased allow the Company to own and operate a cattle
feedyard operation in western Texas.
The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company as if the acquisition had
occurred as of January 1, 1997, and does not purport to be indicative of what
would have occurred had the acquisition actually been made as of such date or
of results that may occur in the future. The pro forma information provided
is for the year ended December 31:
1997 1996
Pro forma Statement of Income
Revenues $43,646,000 $34,059,000
Net Operating Income 4,854,000 3,228,000
Net Income 3,286,000 1,937,000
Earnings Per Share, diluted $0.26 $0.15