SEC Comment Letter for TEJON RANCH CO (TRC) (CIK 0000096869) (TRC) — Aug 22, 2008
TEJON RANCH CO (TRC) (CIK 0000096869)
Date: Aug. 22, 2008 · CIK: 0000096869 · Accession: 0000000000-08-042515
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-07183
Letter
Mail Stop 4561 August 22, 2008 VIA USMAIL and FAX (661) 248-3100 Mr. Allen Lyda Vice President and Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243
Re: Tejon Ranch Co. File No. 001-07183 Form 10-K for the year ended December 31, 2007 Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008 Proxy Statement filed March 31, 2008
Dear Mr. Allen Lyda:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Allen Lyda Tejon Ranch Co. August 22, 2008 Page 2 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007
Financial Statements and Notes
Consolidated Statements of Operations, page 58
1. As disclosed on page 21, Real estate – co mmercial/industrial revenue is generated from a variety of activities including rent al, land sales, build ing sales, oil and mineral royalties and grazing leases. Please provide us with a breakdown of each material activity within the total reported on your St atement of Operations. Note 2. Marketable securities, page 66
2. Please advise us what consideration you gave to conforming the information regarding maturities to the guidance pr ovided in paragraph 20 of SFAS 115. Additionally, tell us the impact that the ma turities or sales of marketable securities had on accumulated other comprehensive income, specifically unrealized gains or losses that were reclassified to net inco me. Finally describe your impairment policy relative to marketable securities and the consideration you gave to disclosing the policy in your footnotes. Refer generally to the disclosure requirements in SFAS 115. Note 7. Stock Compensation Plan, page 72
3. Please describe the method used to measure the fair value of the performance-based awards issued under the 2004 Stock Incentive Plan including a description of the significant assumptions used to meas ure the fair value of these awards.
FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2008
Note C – Marketable Securities, page 6 4. Please advise us what consideration you ga ve to including the disclosure required by SFAS 157, specifically pertaining to ma rketable securities recorded on your balance sheet at fair value.
Allen Lyda Tejon Ranch Co. August 22, 2008 Page 3 PROXY STATEMENT, FILED MARCH 31, 2008
Compensation Discussion and Analysis
5. We note your disclosure that bonus amount s are based on specific performance targets and that in 2007 these targets we re met and bonuses paid. We also note that you have included the specific 2007 target with respect to cash provided from operations less cash used for capital investme nt. In future filings, however, please disclose all of your quantitative performance targets, the actual performance results and an analysis of how each target impacted the actual bonus amounts paid to each named executive officer. Also, pleas e provide a more robust description of your qualitative performance goals for each named executive officer, including an analysis of how the actual qualitative performance results im pacted the specific bonus amounts paid. If you be lieve some or all of this disclosure would cause you competitive harm, please provide us with additional information specifically detailing your competitive harm analysis. Refer to Instruction 4 to Item 402(b) of Regulation S-K. Please advise us regarding how you intend to revise this disclosure in the future.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit your letter on EDGAR. Please understand that we may have additiona l comments after reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Allen Lyda Tejon Ranch Co. August 22, 2008 Page 4 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Jaime John at (202 ) 551-3446 or me at (202) 551-3414 if you have questions regarding comments on the fi nancial statements and related matters. Please contact Byron Cooper at (202 ) 551-3473 with any other questions.
Sincerely, Jorge Bonilla Senior Staff Accountant
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Mail Stop 4561 August 22, 2008 VIA USMAIL and FAX (661) 248-3100 Mr. Allen Lyda Vice President and Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243 Re: Tejon Ranch Co. File No. 001-07183 Form 10-K for the year ended December 31, 2007 Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008 Proxy Statement filed March 31, 2008 Dear Mr. Allen Lyda: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Allen Lyda Tejon Ranch Co. August 22, 2008 Page 2 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 Financial Statements and Notes Consolidated Statements of Operations, page 58 1. As disclosed on page 21, Real estate – co mmercial/industrial revenue is generated from a variety of activities including rent al, land sales, build ing sales, oil and mineral royalties and grazing leases. Please provide us with a breakdown of each material activity within the total reported on your St atement of Operations. Note 2. Marketable securities, page 66 2. Please advise us what consideration you gave to conforming the information regarding maturities to the guidance pr ovided in paragraph 20 of SFAS 115. Additionally, tell us the impact that the ma turities or sales of marketable securities had on accumulated other comprehensive income, specifically unrealized gains or losses that were reclassified to net inco me. Finally describe your impairment policy relative to marketable securities and the consideration you gave to disclosing the policy in your footnotes. Refer generally to the disclosure requirements in SFAS 115. Note 7. Stock Compensation Plan, page 72 3. Please describe the method used to measure the fair value of the performance-based awards issued under the 2004 Stock Incentive Plan including a description of the significant assumptions used to meas ure the fair value of these awards. FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2008 Note C – Marketable Securities, page 6 4. Please advise us what consideration you ga ve to including the disclosure required by SFAS 157, specifically pertaining to ma rketable securities recorded on your balance sheet at fair value. Allen Lyda Tejon Ranch Co. August 22, 2008 Page 3 PROXY STATEMENT, FILED MARCH 31, 2008 Compensation Discussion and Analysis 5. We note your disclosure that bonus amount s are based on specific performance targets and that in 2007 these targets we re met and bonuses paid. We also note that you have included the specific 2007 target with respect to cash provided from operations less cash used for capital investme nt. In future filings, however, please disclose all of your quantitative performance targets, the actual performance results and an analysis of how each target impacted the actual bonus amounts paid to each named executive officer. Also, pleas e provide a more robust description of your qualitative performance goals for each named executive officer, including an analysis of how the actual qualitative performance results im pacted the specific bonus amounts paid. If you be lieve some or all of this disclosure would cause you competitive harm, please provide us with additional information specifically detailing your competitive harm analysis. Refer to Instruction 4 to Item 402(b) of Regulation S-K. Please advise us regarding how you intend to revise this disclosure in the future. As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit your letter on EDGAR. Please understand that we may have additiona l comments after reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Allen Lyda Tejon Ranch Co. August 22, 2008 Page 4 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Jaime John at (202 ) 551-3446 or me at (202) 551-3414 if you have questions regarding comments on the fi nancial statements and related matters. Please contact Byron Cooper at (202 ) 551-3473 with any other questions. Sincerely, Jorge Bonilla Senior Staff Accountant