Form 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20509

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported)         May 9, 2003

 

Tejon Ranch Co.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

  

1-7183

  

77-0196136

(State or Other Jurisdiction of Incorporation)

  

(Commission File Number)

  

(IRS Employer Identification No.)

 

P. O. Box 1000, Lebec, California

  

93243

(Address of Principal Executive Offices)

  

(Zip Code)

 

Registrant’s telephone number, including area code         661 248-3000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Not applicable

 


 

TABLE OF CONTENTS

 

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

    

Item 9.     Regulation FD Disclosure (providing Information Pursuant to Item 12 – Results of Operations and Financial Condition).

    

SIGNATURES

    

 



 

Item 7.

  

Financial Statements, Pro Forma Financial Information and Exhibits

 

( c )    Exhibits (Furnished Pursuant to Item 12 under Item 9).

 

99.1   Press Release of the Company dated May 8, 2003, announcing the Company’s earnings for the quarter ended March 31, 2003.

 

Item 9.

  

Regulation FD Disclosure (Providing Information Pursuant to Item 12 – Results of Operations and Financial Condition)

 

On May 8, 2003, the Company issued a press release announcing its earnings for the quarter ended March 31, 2003. A copy of this press release is attached as Exhibit 99.1. The information contained in this report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 12 of Form 8-K under Item 9 of Form 8-K as directed in interim guidance provided by the Securities and Exchange Commission in Release No-. 34-47583. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended, unless specified otherwise.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 9, 2003

     

TEJON RANCH CO.

           

By:

 

/s/    ALLEN E. LYDA


           

Name:

 

Allen E. Lyda

           

Title:

 

Vice President, and Chief Financial Officer

 

2


 

EXHIBIT INDEX

 

Exhibit


    

99.1

  

Press Release of the Company, dated May 8, 2003, announcing the Company’s earnings for the quarter ended March 31,2003.

 

3

Press Release

 

Exhibit 99.1

 

EX-99.1 PRESS RELEASE OF THE COMPANY, DATED May 8, 2003

 

 

TEJON RANCH CO. REPORTS

FIRST QUARTER EARNINGS – 2003

 

TEJON RANCH, Calif., May 8, 2003 – Tejon Ranch Company (NYSE:TRC), today announced a net loss of $533,000 or $.04 per common share, diluted, during the first quarter of 2003 compared to a net loss of $962,000 or $.07 per common share, diluted, for the same period in 2002. Total revenues from continuing operations for the first quarter of 2003 were $2,977,000 compared to $2,417,000 for the same period in 2002.

 

The net loss for the first quarter of 2003 is comprised of a loss from continuing operations of $533,000, or $0.04 per common share diluted. This is compared to a loss from continuing operations of $782,000, or $0.06 per common share, diluted and a loss from discontinued operations of $180,000, or $0.01 per share, diluted, for the first quarter of 2002.

 

The improvement in revenues during the first quarter of 2003 as compared to the same period in 2002 is due to improved real estate and farming revenues. Real estate revenues increased $333,000 and farming revenues increased $353,000. The increase in the real estate revenues was attributable to increased oil and mineral revenues of $106,000 due to higher prices received for oil and a $233,000 increase in real estate service revenues. Real estate service revenues increased due to increased filming and game management activities during the first quarter of 2003. Farming revenues increased due to the extended almond-processing season at Pacific Almond, our almond processing plant. These increases were partially offset by a decrease of $126,000 in interest income on investments due to lower interest rates.

 

The loss from continuing operations during the first quarter of 2003 declined when compared to the same period of 2002 due to the increase in revenues described above. The improvement in revenues was partially offset by an increase in real estate expenses of $184,000. The increase in real estate expenses is primarily related to increases in contract and professional services, and increased property taxes.


 

2-2-2 TEJON RANCH CO. REPORTS FIRST QUARTER EARNINGS – 2003

 

The results of the first three months of each fiscal year are generally not indicative of the results to be expected for the full year due to the nature of the Company’s business segments. Future real estate sales and leasing activity are dependent on market circumstances and specific opportunities and therefore are difficult to predict from period to period. The Company also recognizes a significant amount of revenues in the fall of each year due to the nature of the agribusiness activities within its farming segment.

 

Tejon Ranch Co. is a growth-oriented, diversified real estate development and agribusiness company, whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield.

 

The statements contained herein, which are not historical facts, are forward-looking statements based on economic forecasts, strategic plans and other factors, which by their nature involve risk and uncertainties. In particular, among the factors that could cause actual results to differ materially are the following: Business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates, and other risks inherent in real estate and agricultural businesses. For further information on factors, which could affect the Company, the reader should refer to the Company’s filings with the Securities and Exchange Commission.


 

3-3-3 TEJON RANCH CO. REPORTS FIRST QUARTER EARNINGS – 2003

 

TEJON RANCH CO.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FIRST QUARTER ENDED MARCH 31

(In thousands, except earnings per share)

(Unaudited)

 

    

2003


    

2002


 

Revenues

  

$

2,977

 

  

$

2,417

 

Expenses

  

 

3,847

 

  

 

3,776

 

    


  


Loss from continuing operations before minority interest

  

 

(870

)

  

 

(1,359

)

Minority interest

  

 

18

 

  

 

(97

)

    


  


Loss from continuing operations before income taxes

  

 

(888

)

  

 

(1,262

)

Income taxes

  

 

(355

)

  

 

(480

)

    


  


Loss from continuing operations

  

 

(533

)

  

 

(782

)

Income (loss) from discontinued operations, net of taxes of $0 and $110, respectively

  

 

0

 

  

 

(180

)

    


  


Net loss

  

$

(533

)

  

$

(962

)

    


  


Net loss per share, basic

  

$

(0.04

)

  

$

(0.07

)

Net loss per share, diluted

  

$

(0.04

)

  

$

(0.07

)

Weighted average shares outstanding, basic – 14,428,557 for 2003

                                                                          14,340,325 for 2002

                 

Weighted average shares outstanding, diluted – 14,428,557 for 2003

                                                                            14,340,325 for 2002

                 

 


 

4-4-4 TEJON RANCH CO. REPORTS FIRST QUARTER EARNINGS – 2003

 

TEJON RANCH CO.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    

March 31, 2003


    

December 31, 2002*


 
    

(Unaudited)

        

ASSETS

                 

CURRENT ASSETS

                 

Cash and Marketable Securities

  

$

22,899

 

  

$

25,240

 

Other Current Assets

  

 

10,642

 

  

 

11,017

 

    


  


Total Current Assets

  

 

33,541

 

  

 

36,257

 

Property and Equipment—Net

  

 

63,580

 

  

 

62,323

 

Other Assets

  

 

2,181

 

  

 

2,216

 

    


  


TOTAL ASSETS

  

$

99,302

 

  

$

100,796

 

    


  


LIABILITIES AND STOCKHOLDERS’ EQUITY

                 

CURRENT LIABILITIES

                 

Current Liabilities

  

$

4,068

 

  

$

5,742

 

Long-Term Debt

  

 

14,141

 

  

 

14,336

 

Other Liabilities

  

 

6,578

 

  

 

6,523

 

    


  


Total Liabilities

  

 

24,787

 

  

 

26,601

 

Minority Interest in Equity of Consolidated Joint Venture

  

 

619

 

  

 

601

 

STOCKHOLDERS’ EQUITY

                 

Common Stock

  

 

7,225

 

  

 

7,206

 

Paid-In Capital

  

 

32,424

 

  

 

31,690

 

Other Comprehensive Income

  

 

(1,913

)

  

 

(1,995

)

Retained Earnings

  

 

36,160

 

  

 

36,693

 

    


  


Total Stockholders’ Equity

  

 

73,896

 

  

 

73,594

 

    


  


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  

$

99,302

 

  

$

100,796

 

    


  



*   The Balance Sheet at December 31, 2002 has been derived from the audited financial statements at that date and reclassified for comparison purposes.