WELLINGTON, Fla., July 24, 2025 /PRNewswire/ -- Strathmore Capital, Inc. ("Strathmore" or "we"), a long-term shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon"), today issued the following letter urging Tejon's Board of Directors to Enable CEO Matthew Walker to Significantly Reduce G&A and Prioritize Free Cash Flow Production.Dear Tejon Ranch Board of Directors,Strathmore Capital, a long-term TRC shareholder, commends CEO Matthew Walker's recent decision to appoint an existing employee as interim CFO, a pru ...

Recent Form 8-K Filing Indicates that Tisch and Bielli Led Board Has Learned Nothing about Disclosure and Transparency from the Company's Recent Proxy FightUrges Tejon Ranch's Board of Directors to Disclose Full Details Surrounding Brett Brown's Departure  Calls on Tejon's Independent Directors to Follow the Recommendations of Leading Proxy Advisory Firms in Adopting PFS Trusts Shareholder Proposal that Received 49.3% of the Vote PALO ALTO, Calif., July 16, 2025 /PRNewswire/ -- Glenbrook Capital Management ...

Core Viewpoint - The California Court of Appeals upheld a previous ruling regarding Tejon Ranch Company's Centennial development, affirming that the company prevailed on 20 out of 23 trial court items, while the company plans to collaborate with Los Angeles County to advance the project for regional benefit and shareholder value [2][3]. Company Overview - Tejon Ranch Co. is a diversified real estate development and agribusiness company with a principal asset of 270,000 acres located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield [5]. Centennial Development - Centennial at Tejon Ranch is a proposed master-planned, mixed-use community covering approximately 12,000 acres, designed to be one of California's most sustainable communities, with plans for up to 19,333 homes, including over 3,000 affordable units [6]. - The development aims to address urgent needs for housing, jobs, and open space preservation in Los Angeles County [3][4]. Strategic Positioning - The company has a long history of navigating California's complex land use processes and expresses confidence in advancing the Centennial project to generate value for shareholders while providing housing and job opportunities [4].

Core Viewpoint - Glenbrook Capital Management urges Tejon Ranch Co.'s Board to implement a shareholder proposal allowing shareholders with 10% ownership to call a special meeting, highlighting significant shareholder support and questioning the timing of a recent $200 million shelf offering [1][2][4]. Group 1: Shareholder Proposal - Glenbrook emphasizes that over 49% of shareholders supported the Special Meeting Proposal at the Annual Meeting, despite Tejon spending over $3 million to oppose it [2][3]. - The proposal's failure was attributed to the stock awarded to Board members, indicating a disconnect between the Board's interests and those of public shareholders [3]. Group 2: Board Conduct and Shareholder Relations - Glenbrook criticizes the current Board's lack of transparency and hostility, contrasting it with the hope for a more open approach from independent directors [2]. - The election of Andrew Dakos at the Annual Meeting is seen as a sign of shareholder discontent with the Board's actions [2]. Group 3: Concerns Over Recent Offering - The $200 million shelf offering filed shortly after the Annual Meeting raises concerns about potential dilution of public shareholders, especially given Tejon's history of insider purchases in rights offerings [4]. - Glenbrook questions whether this offering is an attempt to alter shareholder dynamics before the next Annual Meeting, given the timing and lack of prior notice to shareholders [4].

Core Points - TRC Capital Investment Corporation has made an unsolicited "mini-tender" offer to purchase up to 4 million shares of AT&T common stock at a price of $26.38 per share, expiring on June 3, 2025, unless extended [1] - AT&T advises shareholders to reject this offer as it is below the current trading price of its common stock and warns that TRC may extend the offer and delay payment [2] - The SEC has issued an alert regarding mini-tender offers, indicating that they can catch investors off guard and may lead to selling securities at below-market prices [3] Company Information - AT&T serves over 100 million U.S. families and nearly 2.5 million businesses, providing services from traditional phone calls to advanced 5G wireless and multi-gig internet offerings [5]

Core Viewpoint - Tejon Ranch Company has successfully re-elected the majority of its Board of Directors and welcomed Andrew Dakos, reflecting shareholder confidence in the company's long-term strategy and commitment to maximizing asset value [1][2][4][6]. Group 1: Board Election Results - Tejon Ranch shareholders voted to re-elect Steven Betts, Gregory Bielli, Denise Gammon, Anthony Leggio, Jeffrey McCall, Norman Metcalfe, Eric Speron, Daniel Tisch, and Kenneth Yee, while also electing Andrew Dakos to the Board [1]. - The election results indicate strong support for the existing Board, reaffirming their experience and strategic vision [2][3]. Group 2: Company Strategy and Future Outlook - The company emphasizes its commitment to successful land entitlement and master-planned community development, aiming to unlock the full potential of its assets [2][4]. - Andrew Dakos expressed belief that Tejon Ranch's stock is undervalued and looks forward to collaborating with the Board to enhance shareholder value [6]. Group 3: Company Background - Tejon Ranch Co. is a diversified real estate development and agribusiness company, holding approximately 270,000 acres of land located about 60 miles north of Los Angeles and 30 miles south of Bakersfield [7].

Core Viewpoint - Tejon Ranch Co. is urging shareholders to vote for its 10 director nominees in the upcoming Annual Meeting, emphasizing the importance of maintaining a qualified board for the company's long-term growth and strategic value creation [1][2][6]. Group 1: Company Strategy and Governance - The Board of Directors and executive team have positioned Tejon for long-term growth, highlighting the critical nature of the upcoming vote for shareholders [2]. - Tejon's directors possess essential expertise in California's commercial and residential real estate industry, which is vital for the company's success [4]. - Independent third-party proxy advisory firms, including ISS, Glass Lewis, and Egan-Jones, have endorsed Tejon's director nominees, recognizing their capability to drive the company forward [5]. Group 2: Opposition and Risks - Bulldog Investors is attempting to replace Tejon's directors with individuals lacking relevant experience in real estate development, which could jeopardize the company's growth [3]. - Bulldog's campaign is characterized by a lack of a credible plan, raising concerns about its potential impact on Tejon's strategic initiatives [3]. Group 3: Voting Information - Shareholders are encouraged to vote for Tejon's 10 director nominees using the WHITE proxy card, with the company emphasizing that every vote is important regardless of the number of shares owned [6][7].

TEJON RANCH, Calif., May 09, 2025 (GLOBE NEWSWIRE) -- Tejon Ranch Co. (NYSE: TRC), (“Tejon” or the “Company”), a diversified real estate development and agribusiness company, today distributed a letter to shareholders signed by Kern County leaders in support of Tejon’s Board and management and opposing efforts by Bulldog Investors (“Bulldog”) that would jeopardize the development of Tejon’s Master Planned Communities. The letter, signed by State Senators Shannon Grove and Melissa Hurtado, State Assemblymemb ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2025 [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the quarter ended March 31, 2025, including balance sheets, statements of operations, comprehensive loss, cash flows, and changes in equity, along with detailed notes [Consolidated Financial Statements (Tables)](index=5&type=section&id=Consolidated%20Financial%20Statements%20(Tables)) The company's financial statements for the three months ended March 31, 2025, show a net loss of $1.47 million, total revenues of $8.2 million, and total assets of $614.6 million Consolidated Balance Sheet Highlights ($ in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $12,282 | $39,267 | | Total current assets | $45,772 | $69,402 | | Real estate development | $394,780 | $377,905 | | **Total Assets** | **$614,555** | **$607,998** | | Revolving line of credit | $74,442 | $66,942 | | **Total Liabilities** | **$126,717** | **$119,042** | | **Total Equity** | **$487,838** | **$488,956** | Consolidated Statement of Operations Highlights ($ in thousands) | Account | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Total revenues | $8,209 | $7,406 | | Total costs and expenses | $12,375 | $11,390 | | Operating loss | $(4,166) | $(3,984) | | **Net loss** | **$(1,466)** | **$(914)** | | **Net loss per share, basic & diluted** | **$(0.05)** | **$(0.03)** | Consolidated Statement of Cash Flows Highlights ($ in thousands) | Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,345) | $777 | | Net cash (used in) provided by investing activities | $(32,650) | $3,074 | | Net cash provided by (used in) financing activities | $7,010 | $(206) | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail the basis of presentation, accounting policies, and segment information, including real estate development, water assets, legal proceedings, and unconsolidated joint ventures - The company operates and reports on five segments: commercial/industrial real estate development, resort/residential real estate development, mineral resources, farming, and ranch operations[24](index=24&type=chunk) Accumulated Real Estate Development Costs by Project ($ in thousands) | Project | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Mountain Village | $158,865 | $158,348 | | Centennial | $124,980 | $124,136 | | Grapevine | $42,972 | $42,456 | | Tejon Ranch Commerce Center | $67,963 | $52,965 | | **Total** | **$394,780** | **$377,905** | - Net investments in water assets increased to **$65.2 million** as of March 31, 2025, from **$55.1 million** at year-end 2024, reflecting ongoing acquisition of water rights and assets[45](index=45&type=chunk) - Regarding the Centennial project litigation, the company filed a Notice of Appeal on May 26, 2023, with a hearing held on April 3, 2025, and a written decision anticipated on or before July 2, 2025, with rescission of project approvals on hold during the appeal[68](index=68&type=chunk) - The company has numerous unconsolidated joint ventures, primarily for developing and managing industrial real estate at TRCC (with Majestic Realty Co.) and travel plazas (with TravelCenters of America), accounted for using the equity method[86](index=86&type=chunk)[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 results, noting an increased net loss primarily due to professional fees from a dissident proxy campaign, while emphasizing long-term value creation through real estate development - The primary driver for the **$550,000 increase in net loss** year-over-year was a **$1,083,000 increase in professional and consulting fees** incurred to defend the Company from a dissident proxy campaign[109](index=109&type=chunk) - The company's primary business objective is to maximize long-term shareholder value by developing its land assets into large-scale mixed-use master-planned communities, including TRCC, Mountain Village, Grapevine, and Centennial[97](index=97&type=chunk) [Results of Operations by Segment](index=32&type=section&id=Results%20of%20Operations%20by%20Segment) Performance varied across segments in Q1 2025, with commercial/industrial revenue slightly down, resort/residential expenses significantly lower, mineral resources and farming revenues up, and ranch operations turning a profit Commercial/Industrial Segment Results ($ in thousands) | Metric | Q1 2025 | Q1 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $2,754 | $2,945 | $(191) | (6)% | | Operating Income | $907 | $1,018 | $(111) | (11)% | - Resort/Residential segment expenses decreased by **$1,175,000** year-over-year to **$386,000**, mainly due to a **$1,252,000 reduction in professional service fees** related to master-planned communities[124](index=124&type=chunk) Mineral Resources Segment Results ($ in thousands) | Metric | Q1 2025 | Q1 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $2,595 | $2,489 | $106 | 4% | | Operating Income | $510 | $373 | $137 | 37% | Farming Segment Results ($ in thousands) | Metric | Q1 2025 | Q1 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $1,556 | $865 | $691 | 80% | | Operating Loss | $(992) | $(1,202) | $210 | (17)% | - Ranch Operations revenue increased **18% to $1.3 million**, resulting in operating income of **$31,000** compared to a loss of **$120,000** in Q1 2024[140](index=140&type=chunk)[143](index=143&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity remains solid despite a decline in cash and marketable securities due to funding the Terra Vista apartment project, with significant capital expenditures planned for 2025 - Cash, cash equivalents, and marketable securities totaled **$32.9 million** at March 31, 2025, a decrease of **$20.8 million** from year-end 2024, mainly due to funding construction of the Terra Vista at Tejon multi-family apartment community[151](index=151&type=chunk) - In Q1 2025, the company drew **$7.5 million** from its line of credit to fund construction projects and ongoing development[159](index=159&type=chunk) - Estimated capital investment for the remainder of 2025 includes approximately **$18.1 million** for the Terra Vista project and **$8.7 million** for infrastructure development at TRCC-East[157](index=157&type=chunk) - The company's debt-to-total-capitalization ratio was approximately **13.2%** as of March 31, 2025[162](index=162&type=chunk) [Non-GAAP Financial Measures](index=42&type=section&id=Non-GAAP%20Financial%20Measures) The company presents non-GAAP measures like EBITDA and Adjusted EBITDA to provide supplemental performance insights, with Adjusted EBITDA reaching $2.8 million in Q1 2025 Reconciliation of Net Loss to Adjusted EBITDA ($ in thousands) | Line Item | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net loss | $(1,466) | $(914) | | Total interest, net | $1,116 | $858 | | Income tax benefit | $(1,272) | $(942) | | Total depreciation and amortization | $2,710 | $2,613 | | **EBITDA** | **$1,090** | **$1,615** | | Stock compensation expense | $666 | $513 | | Shareholder activism expense | $1,083 | $— | | **Adjusted EBITDA** | **$2,839** | **$2,128** | [Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks primarily from interest rate fluctuations on its variable-rate revolving line of credit and commodity price changes affecting farming inventories and receivables - The company is exposed to interest rate risk on its **$74.4 million outstanding balance** on the revolving line of credit, which has a variable interest rate of one-month term SOFR plus 2.25%[190](index=190&type=chunk)[194](index=194&type=chunk) - Farming inventories and accounts receivable are exposed to adverse price fluctuations for almonds, grapes, and pistachios[197](index=197&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the period covered by the report[199](index=199&type=chunk) - No changes in internal control over financial reporting occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[200](index=200&type=chunk) [PART II. OTHER INFORMATION](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the quarterly report [Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 11 of the financial statements for details on legal matters, specifically the ongoing appeal concerning the Centennial project, with a ruling expected by July 2, 2025 - For details on legal proceedings, the report refers to Note 11 (Commitments and Contingencies), with the key litigation involving the Centennial project currently under appeal and a decision expected on or before July 2, 2025[68](index=68&type=chunk)[202](index=202&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its most recent Annual Report on Form 10-K - There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K[203](index=203&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the reporting period - None reported[204](index=204&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including various corporate governance documents, material contracts, and certifications required by the Sarbanes-Oxley Act - The report includes a list of filed exhibits, such as the Restated Certificate of Incorporation, various agreements, and CEO/CFO certifications (31.1, 31.2, 32)[206](index=206&type=chunk)[209](index=209&type=chunk)

TEJON RANCH, Calif., May 08, 2025 (GLOBE NEWSWIRE) -- Tejon Ranch Co., or the Company, (NYSE:TRC), a diversified real estate development and agribusiness company, today announced financial results for the three-months ended March 31, 2025. “Tejon Ranch is a one-of-a-kind asset, and I’m honored to take the helm of this incredible company,” said Matthew H. Walker, who assumed the duties of President and CEO of Tejon Ranch Co. on April 1, 2025. “Our first quarter results highlight the consistency of our long-t ...