TEJON RANCH, Calif., Nov. 13, 2025 (GLOBE NEWSWIRE) -- Tejon Ranch Co. (the “Company”) (NYSE:TRC), a diversified real estate development and agriculture company, today issued a public letter from President and Chief Executive Officer Matthew Walker to their shareholders, ahead of the Company’s Investor Engagement Event, being held tomorrow at the New York Stock Exchange in New York City. Dear Shareholders, Eight months into my tenure at Tejon Ranch Company, I want to speak with you candidly and directly. My ...

Tejon Ranch (NYSE:TRC) Q3 2025 Earnings Call November 06, 2025 05:00 PM ET Speaker2Good afternoon, ladies and gentlemen, and welcome to the Tejon Ranch Company's earnings conference call. All participants will be in listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please key in * and then 0 on your telephone keypad. Please note that this event is being recorded. I will now hand you over to Nick Ortiz. Ple ...

Financial Performance - For Q3 2025, the company reported a net income of $1,670,000, a $3,506,000 increase from a net loss of $1,836,000 in Q3 2024, driven by higher farming revenues of $1,093,000 and lower farming expenses of $890,000 [120]. - For the nine months ended September 30, 2025, the company had a net loss of $1,506,000, an improvement of $287,000 compared to a net loss of $1,793,000 in the same period in 2024, primarily due to a $595,000 gross margin recognition from a land sale [121]. - Net income for the three months ended September 30, 2025, was $1,671,000, compared to a net loss of $(1,836,000) in the same period of 2024 [205]. - Adjusted EBITDA for the nine months ended September 30, 2025, increased to $13,863,000, up from $12,915,000 in 2024, reflecting a year-over-year growth of 7.3% [205]. Revenue Streams - The farming segment's revenues increased by $1,169,000 from almond sales and $1,147,000 from wine grape sales during the nine months ended September 30, 2025 [121]. - Farming segment revenues totaled $6,498,000 for the first nine months of 2025, an increase of $2,249,000, or 53%, from $4,249,000 during the same period in 2024, driven by higher almond and wine grape sales [149]. - The mineral resources segment generates revenues from oil and gas royalty leases, rock and aggregate mining leases, and water sales, contributing to the company's diverse revenue streams [118]. - Mineral resources segment revenues were $7,277,000 for the first nine months of 2025, a decrease of $410,000, or 5%, from $7,687,000 for the same period in 2024, primarily due to lower oil and gas production levels and cement sales [143]. Development Projects - The company is actively working on the Centennial project, which encompasses 12,323 acres and is expected to include approximately 19,333 homes and 10.1 million square feet of commercial development upon completion [117]. - The company’s master planned communities include up to 35,278 housing units and over 35 million square feet of commercial space, with two communities already entitled and successfully defended in litigation [108]. - The TRCC development has generated over $110 million in cumulative cash flow since 2000 and includes over 8 million square feet of industrial, commercial, and retail space under development [115]. - The company is preparing supplemental environmental documentation for the Centennial project to address legal challenges and enhance regional housing and economic development [110]. Expenses and Costs - Corporate general and administrative costs were $2,868,000 for the three months ended September 30, 2025, a decrease of $77,000 from $2,945,000 for the same period in 2024 [157]. - Resort/residential real estate development segment expenses decreased by $1,308,000, or 56%, to $1,008,000 for the nine months ended September 30, 2025, from $2,316,000 in the prior year [139]. - The total mineral resources expenses were $4,996,000 for the first nine months of 2025, a decrease of $47,000, or 1%, compared to $5,043,000 during the same period in 2024 [144]. - The total ranch operations expenses were $3,784,000 for the first nine months of 2025, an increase of $73,000, or 2%, from $3,711,000 for the same period in 2024 [156]. Joint Ventures and Partnerships - The company is involved in multiple joint ventures, including a partnership with TravelCenters of America for travel and truck stop facilities within TRCC [117]. - Equity in earnings fell by $1,343,000, or 18%, to $6,268,000 for the nine months ended September 30, 2025, from $7,611,000 in 2024, largely due to a decrease in earnings from the TA/Petro joint venture [163]. - Earnings of unconsolidated joint ventures for the three months ended September 30, 2025, were $4,465,000, down from $5,729,000 in 2024, representing a decline of 22.1% [208]. Liquidity and Capitalization - Cash, cash equivalents, and marketable securities totaled approximately $21,044,000 as of September 30, 2025, a decrease of $32,664,000 from $53,708,000 as of December 31, 2024 [170]. - The company had a strong liquidity position with $21,044,000 in cash and securities and $68,058,000 available on the revolving line of credit as of September 30, 2025 [195]. - As of September 30, 2025, total capitalization at book value was $580,532,000, with a debt-to-total-capitalization ratio of approximately 15.8% [184]. - The company entered into a Revolving Credit Facility providing a revolving credit line of $160,000,000 and a letter of credit sub-facility of $15,000,000 [185]. Future Outlook and Strategies - The company plans to continue focusing its marketing strategy on the strategic advantages of TRCC, including access to markets of over 40 million people for next-day delivery service [129]. - The company expects to explore funding opportunities for future development projects through joint ventures, debt financing, or issuance of additional common stock [141]. - The company expects its water assets to become increasingly important due to anticipated regulatory changes related to groundwater management in California [144]. - The company may need to secure additional funding through equity issuance or other financing methods as it moves into the development stage of its projects [182].

Exhibit 99.1 "We had a strong quarter, driven by a rebound in farming and steady results across our core operating segments," said Matthew Walker, president and CEO of Tejon Ranch Company. "Farming delivered an approximately $2 million positive variance from the prior year, helping year-to-date earnings recover. "As part of our comprehensive review of cost structure and capital allocation, we've taken decisive steps to reduce expenses, including a 20 percent reduction in our workforce. This difficult but ne ...

Core Insights - Tejon Ranch Company reported a strong third quarter in 2025, with a net income of $1.7 million, a significant improvement from a net loss of $1.8 million in the same quarter of 2024, reflecting a positive change of $3.5 million [7][8] - The farming segment showed notable growth, with revenues increasing by 34% to $4.3 million compared to $3.2 million in the third quarter of 2024, contributing to the overall recovery in year-to-date earnings [3][7] - The company implemented a 20% workforce reduction, expected to yield annual savings of $2 million, as part of a broader strategy to optimize costs and enhance cash generation from existing assets [4][8] Financial Performance - For the third quarter of 2025, total revenues were $14.7 million, slightly up from $14.6 million in the same period last year, indicating stable performance [7] - Adjusted EBITDA for the third quarter was $5.3 million, down from $5.6 million in the prior year, reflecting ongoing operational adjustments [7][10] - Year-to-date revenues for the first nine months of 2025 totaled $35.4 million, an increase from $33.2 million in the same period of 2024, driven by strong performance in the real estate and farming segments [13] Operational Highlights - The TRCC industrial portfolio is fully leased, comprising 2.8 million square feet of gross leasable area, while the commercial/retail portfolio is 95% occupied [14] - The Terra Vista residential community is progressing well, with 55% of the 180 delivered units leased as of September 30, 2025 [14] - The company anticipates organic growth in traffic and activity due to the upcoming opening of the Hard Rock Tejon Casino, which is expected to enhance overall results [5][6] Strategic Outlook - Tejon Ranch plans to continue pursuing strategic commercial and industrial development, as well as residential projects, with a focus on achieving critical planning milestones [16] - The company acknowledges the regulatory challenges in California that may lead to fluctuations in net income due to the timing of land sales and leasing activities [17] - Water sales opportunities in 2025 are expected to be influenced by hydrologic conditions and state water project allocations, with current allocations at 50% of contract amounts [18]

Core Viewpoint - Tejon Ranch Co. will release its third quarter 2025 operating and financial results on November 6, 2025, and will host a conference call to discuss these results and recent initiatives [1] Financial Results Announcement - The company will announce its third quarter 2025 results before the market opens on November 6, 2025 [1] - A conference call will take place on the same day at 5:00 p.m. Eastern Time, featuring President and CEO Matt Walker and CFO Robert Velasquez [1] Investor Engagement - Investors can submit questions via email to IR@tejonranch.com by 12:00 p.m. Eastern Time on November 6, 2025 [2] - An audio webcast of the conference call will be available on the company's website, with a replay accessible for one year after the call [3] Upcoming Events - Tejon Ranch will hold an Investor Engagement Event on November 14, 2025, at the New York Stock Exchange, requiring advanced registration due to limited space [4] Company Overview - Tejon Ranch Co. is a diversified real estate development and agribusiness company, with a principal asset of 270,000 acres of land located approximately 60 miles north of Los Angeles [6]

Core Viewpoint - Centene Corporation received an unsolicited "mini-tender" offer from TRC Capital Investment Corporation to purchase up to 4 million shares at $24.75 per share, which is below the current market price [1][2] Group 1: Company Response - Centene recommends that stockholders reject TRC's offer and evaluate the current market price of their shares, advising consultation with financial advisors [2] - The company urges investors to be cautious with mini-tender offers, as they may lead to selling securities at below-market prices [2] Group 2: Offer Details - TRC's offer is set to expire on September 4th, 2025, and may be extended [1] - Investors who have already tendered their shares can withdraw them by providing written notice before the expiration of the offer [3] Group 3: Company Overview - Centene Corporation is a Fortune 500 company focused on providing integrated healthcare services, particularly to under-insured and uninsured individuals [4] - The company serves over 1 in 15 individuals in the U.S., including Medicaid and Medicare members, and offers affordable healthcare products [4]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides detailed financial statements, management's discussion and analysis, and market risk disclosures [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements of Tejon Ranch Co. and its subsidiaries for the periods ended June 30, 2025, and December 31, 2024 (balance sheets) and June 30, 2025, and 2024 (statements of operations, comprehensive income, cash flows, and changes in equity). It includes detailed notes explaining the basis of presentation, significant accounting policies, and specific financial instrument details [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section presents the Company's financial position, detailing assets, liabilities, and equity at specific dates Consolidated Assets | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Cash and cash equivalents | $2,500 | $39,267 | | Marketable securities | $17,554 | $14,441 | | Total current assets | $33,264 | $69,402 | | Real estate development | $384,035 | $377,905 | | TOTAL ASSETS | $618,541 | $607,998 | Consolidated Liabilities and Equity | LIABILITIES AND EQUITY (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Total current liabilities | $14,822 | $16,796 | | Revolving line of credit | $81,942 | $66,942 | | Total liabilities | $131,650 | $119,042 | | Total equity | $486,891 | $488,956 | | TOTAL LIABILITIES AND EQUITY | $618,541 | $607,998 | - Total assets increased by **$10.50 million** from December 31, 2024, to June 30, 2025, primarily driven by increases in real estate and improvements held for lease and real estate development[13](index=13&type=chunk) - Cash and cash equivalents significantly decreased from **$39.27 million** at December 31, 2024, to **$2.50 million** at June 30, 2025[13](index=13&type=chunk) - The revolving line of credit increased by **$15.00 million**, from **$66.94 million** to **$81.94 million**, indicating increased borrowings[13](index=13&type=chunk) [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) This section outlines the Company's revenues, expenses, and net income or loss for the reported periods Statements of Operations Summary | (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $8,307 | $5,689 | $16,516 | $13,095 | | Total costs and expenses | $12,362 | $9,237 | $24,737 | $20,627 | | Operating loss | $(4,055) | $(3,548) | $(8,221) | $(7,532) | | Net (loss) income | $(1,713) | $956 | $(3,179) | $42 | | Net (loss) income per share, basic | $(0.06) | $0.04 | $(0.12) | $0.00 | - Total revenues increased by **$2.62 million** (**46.19%**) for the three months ended June 30, 2025, and by **$3.42 million** (**26.12%**) for the six months ended June 30, 2025, compared to the respective prior periods[15](index=15&type=chunk) - The company reported a net loss of **$1.71 million** for the three months ended June 30, 2025, a significant decline from a net income of **$0.96 million** in the prior year, and a net loss of **$3.18 million** for the six months ended June 30, 2025, compared to a net income of **$0.04 million** in the prior year[15](index=15&type=chunk) [Unaudited Consolidated Statements of Comprehensive (Loss) Income](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income) This section presents the Company's net income or loss and other comprehensive income or loss for the reported periods Statements of Comprehensive (Loss) Income Summary | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(1,713) | $956 | $(3,179) | $42 | | Other comprehensive (loss) income | $(4) | $2 | $(10) | $(4) | | Comprehensive (loss) income | $(1,717) | $958 | $(3,189) | $38 | - Comprehensive loss for the three months ended June 30, 2025, was **$(1.72) million**, a decrease from comprehensive income of **$0.96 million** in the prior year[18](index=18&type=chunk) - For the six months ended June 30, 2025, comprehensive loss was **$(3.19) million**, compared to comprehensive income of **$0.04 million** in the prior year[18](index=18&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the Company's cash inflows and outflows from operating, investing, and financing activities Cash Flow Activities Summary | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :----------------------------- | :----------------------------- | | Operating Activities | $(1,726) | $(1,026) | | Investing Activities | $(49,551) | $(1,643) | | Financing Activities | $14,510 | $3,794 | | (Decrease) increase in cash, cash equivalents, and restricted cash | $(36,767) | $1,125 | | Cash, cash equivalents, and restricted cash at end of period | $3,000 | $33,532 | - Net cash used in operating activities increased to **$(1.73) million** for the six months ended June 30, 2025, from **$(1.03) million** in the prior year[21](index=21&type=chunk) - Net cash used in investing activities significantly increased to **$(49.55) million** for the six months ended June 30, 2025, from **$(1.64) million** in the prior year, primarily due to increased real estate and equipment expenditures[21](index=21&type=chunk) - Net cash provided by financing activities increased to **$14.51 million** for the six months ended June 30, 2025, from **$3.79 million** in the prior year, mainly from increased borrowings on the line of credit[21](index=21&type=chunk) [Unaudited Consolidated Statements of Changes in Equity](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Equity) This section reports changes in the Company's equity components over the specified periods Statements of Changes in Equity Summary | (in thousands, except shares) | Balance, December 31, 2024 | Net loss | Other comprehensive loss | Restricted stock issuance | Stock compensation | Shares withheld for taxes and tax benefit of vested shares | Balance, June 30, 2025 | | :---------------------------- | :------------------------- | :------- | :----------------------- | :------------------------ | :----------------- | :------------------------------------------------------- | :--------------------- | | Common Stock Shares Outstanding | 26,822,768 | — | — | 89,403 | — | (31,503) | 26,880,668 | | Common Stock | $13,412 | — | — | $45 | — | $(16) | $13,441 | | Additional Paid-In Capital | $348,497 | — | — | $(45) | $1,614 | $(474) | $349,592 | | Retained Earnings | $111,598 | $(3,176) | — | — | — | — | $108,422 | | Total Stockholders' Equity | $473,594 | $(3,176) | $(10) | — | $1,614 | $(490) | $471,532 | - Total Tejon Ranch Co. stockholders' equity decreased from **$473.59 million** at December 31, 2024, to **$471.53 million** at June 30, 2025, primarily due to a net loss of **$3.18 million**[24](index=24&type=chunk) - Retained earnings decreased by **$3.18 million** due to the net loss for the six months ended June 30, 2025[24](index=24&type=chunk) - Stock compensation added **$1.61 million** to additional paid-in capital, while shares withheld for taxes reduced it by **$0.47 million**[24](index=24&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations of significant accounting policies and specific financial instrument details supporting the consolidated financial statements [1. BASIS OF PRESENTATION](index=10&type=section&id=1.%20BASIS%20OF%20PRESENTATION) This note outlines the basis of financial statement preparation, segment reporting, and recent accounting pronouncements - The financial statements are unaudited and include all necessary normal, recurring adjustments for a fair statement of interim results[26](index=26&type=chunk) - The Company operates in five reportable segments: commercial/industrial real estate development, resort/residential real estate development, mineral resources, farming, and ranch operations[28](index=28&type=chunk) - Results are not indicative of the full year due to the seasonal nature of agricultural and water activities, and timing of real estate sales and leasing[29](index=29&type=chunk) - New accounting pronouncements adopted include ASU No. **2023**-**05** (Joint Venture Formations) and ASU No. **2023**-**09** (Income Tax Disclosures), neither of which had a material effect[33](index=33&type=chunk)[34](index=34&type=chunk) - The SEC's climate-related disclosure rules are currently stayed, and the Company is evaluating potential impacts for fiscal years beginning December 31, **2027**[35](index=35&type=chunk) [2. EQUITY](index=11&type=section&id=2.%20EQUITY) This note details the components of equity, including common stock and diluted shares outstanding Weighted-Average Shares Outstanding | Weighted-average number of shares outstanding | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Common stock | 26,878,658 | 26,800,594 | 26,865,687 | 26,794,469 | | Common stock equivalents | — | 48,746 | — | 83,702 | | Diluted shares outstanding | 26,878,658 | 26,849,340 | 26,865,687 | 26,878,171 | - For the three and six months ended June 30, 2025, restricted stock shares were excluded from diluted EPS calculation as they were antidilutive due to net loss[37](index=37&type=chunk) [3. MARKETABLE SECURITIES](index=12&type=section&id=3.%20MARKETABLE%20SECURITIES) This note provides information on the Company's marketable securities, including fair value and unrealized gains or losses Marketable Securities Fair Value | Marketable Securities (in thousands) | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :----------------------------------- | :----------------------- | :--------------------------- | | Certificates of deposit | $1,170 | $248 | | U.S. Treasury and agency notes | $15,293 | $13,692 | | Corporate notes | $579 | $— | | Municipal notes | $512 | $501 | | Total | $17,554 | $14,441 | - The fair market value of investment securities was **$10 thousand** below their cost basis as of June 30, 2025, with gross unrealized losses of **$12 thousand**[39](index=39&type=chunk) - Unrealized losses on U.S. Treasury and agency notes and corporate notes are due to interest rate changes, not credit quality, and no credit losses were recorded[41](index=41&type=chunk)[42](index=42&type=chunk) [4. REAL ESTATE](index=13&type=section&id=4.%20REAL%20ESTATE) This note details the Company's real estate development and held-for-lease assets Real Estate Development Costs | Real Estate Development (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------- | :------------ | :---------------- | | Mountain Village | $159,736 | $158,348 | | Centennial | $126,009 | $124,136 | | Grapevine | $43,798 | $42,456 | | Tejon Ranch Commerce Center | $54,492 | $52,965 | | Total Real estate development | $384,035 | $377,905 | Real Estate and Improvements Held for Lease | Real estate and improvements - held for lease, net (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------------------- | :------------ | :---------------- | | Tejon Ranch Commerce Center | $40,762 | $16,253 | - Total real estate development costs increased by **$6.13 million** from December 31, 2024, to June 30, 2025[44](index=44&type=chunk) - Real estate and improvements held for lease, net, significantly increased from **$16.25 million** to **$40.76 million**, primarily due to residential components at Tejon Ranch Commerce Center[44](index=44&type=chunk) [5. LONG-TERM WATER ASSETS](index=14&type=section&id=5.%20LONG-TERM%20WATER%20ASSETS) This note describes the Company's long-term water assets, including purchase contracts and sales data - Long-term water assets include water and water purchase contracts held for future use or sale, valued at cost[45](index=45&type=chunk) - The Company holds SWP water purchase contracts totaling **3,444 acre-feet** annually through **2085** and a contract to purchase **6,693 acre-feet** annually from Nickel Family, LLC through **2044** (with a **35-year** extension option)[46](index=46&type=chunk)[47](index=47&type=chunk) Water Sales Performance | Water Sales (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------- | :----------------------------- | :----------------------------- | | Acre-Feet Sold | 1,100 | 1,325 | | Revenues | $1,468 | $1,660 | | Cost of sales | $1,183 | $1,415 | | Profit | $285 | $245 | Total Water Resources | Total Water Resources (in acre-feet) | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Total water held for future use | 129,785 | 122,966 | | Total purchased water contracts | 31,433 | 31,433 | | Grand Total | 161,218 | 154,399 | [6. ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES](index=15&type=section&id=6.%20ACCRUED%20LIABILITIES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note presents a breakdown of accrued liabilities and other current liabilities Accrued Liabilities Breakdown | Accrued Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Accrued vacation | $588 | $707 | | Accrued paid personal leave | $153 | $295 | | Accrued bonus | $1,250 | $2,425 | | Accrued stock compensation expense | $— | $1,831 | | Other | $382 | $291 | | Total | $2,373 | $5,549 | - Total accrued liabilities and other current liabilities decreased by **$3.18 million**, primarily due to the absence of accrued stock compensation expense at June 30, 2025, and lower accrued bonuses[51](index=51&type=chunk) [7. LINE OF CREDIT AND LONG-TERM DEBT](index=15&type=section&id=7.%20LINE%20OF%20CREDIT%20AND%20LONG-TERM%20DEBT) This note details the Company's revolving credit facility and outstanding debt - The Company has a Revolving Credit Facility of **$160.00 million** with AgWest Farm Credit, PCA, maturing January **1**, **2029**[53](index=53&type=chunk) - As of June 30, 2025, the outstanding balance was **$81.94 million**, with an effective interest rate of **6.60%** (one-month term SOFR plus **2.25%** margin, before patronage)[53](index=53&type=chunk) [8. OTHER LIABILITIES](index=16&type=section&id=8.%20OTHER%20LIABILITIES) This note provides information on other non-current liabilities, including retirement plan obligations Other Liabilities Breakdown | Other Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Supplemental executive retirement plan liability | $5,636 | $5,720 | | Excess joint venture distributions and other | $9,375 | $9,078 | | Total | $15,011 | $14,798 | - Total other liabilities increased slightly from **$14.80 million** to **$15.01 million**, primarily due to an increase in excess joint venture distributions[54](index=54&type=chunk) [9. STOCK COMPENSATION - RESTRICTED STOCK AND PERFORMANCE SHARE GRANTS](index=16&type=section&id=9.%20STOCK%20COMPENSATION%20-%20RESTRICTED%20STOCK%20AND%20PERFORMANCE%20SHARE%20GRANTS) This note describes the Company's stock compensation plans and associated costs - The Company issues restricted stock with service conditions, performance share grants (Performance Condition Grants), and performance share grants with threshold, target, and maximum achievement levels (Performance Milestone Grants)[55](index=55&type=chunk) Stock Grant Activity | Stock Grant Activity (at target achievement) | Six Months Ended June 30, 2025 | | :------------------------------------------- | :----------------------------- | | Stock grants outstanding beginning of period | 312,564 | | New stock grants/additional shares | 170,925 | | Vested grants | (25,012) | | Expired/forfeited grants | (10,966) | | Stock grants outstanding end of period | 447,511 | - The unamortized cost associated with unvested stock grants was **$3.46 million** as of June 30, 2025, expected to be recognized over **19 months**[57](index=57&type=chunk) Total Stock Compensation Costs | Total Stock Compensation Costs (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------- | :----------------------------- | :----------------------------- | | Employee | $1,190 | $2,498 | | Director | $424 | $279 | | Total | $1,614 | $2,777 | [10. INCOME TAXES](index=18&type=section&id=10.%20INCOME%20TAXES) This note outlines the Company's income tax benefit and effective tax rate - The Company used a discrete effective tax rate method for the six months ended June 30, 2025, due to uncertainty in estimating annual pretax earnings[61](index=61&type=chunk) Income Tax Benefit and Effective Rate | Income Tax Benefit (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Income tax benefit | $837 | $2,118 | | Effective tax rate | 21% | 102% | - The One Big Beautiful Bill Act, signed into law on July **4**, **2025**, is not expected to have a material impact on the Company's financial statements for the period reported[63](index=63&type=chunk) [11. COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=11.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details significant contractual obligations and legal contingencies - The Company's contractual obligation for future water payments was **$1.46 billion** as of June 30, 2025, with **$10.04 million** paid during the six months ended June 30, 2025[64](index=64&type=chunk) - The Centennial project approvals were rescinded and the EIR decertified by the Court of Appeal on **June 26, 2025**, affirming the Superior Court's decision, requiring additional analysis for GHG impacts and wildland fire risk[74](index=74&type=chunk) - The Company is working with LA County to advance the Centennial project, but the monetary value of any adverse decision cannot be estimated at this time[75](index=75&type=chunk) - The Company is obligated to pay an earned incentive fee for the Grapevine Development upon successful receipt of litigated project entitlements and a value measurement date **five years** after[65](index=65&type=chunk) [12. RETIREMENT PLANS](index=20&type=section&id=12.%20RETIREMENT%20PLANS) This note provides information on the Company's defined benefit and supplemental executive retirement plans - The Company sponsors a defined benefit retirement plan (Benefit Plan) frozen in **April 2017** for future benefit accruals, with no expected contributions in **2025**[78](index=78&type=chunk) Net Periodic Pension Cost | Total Net Periodic Pension Cost (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------------- | :----------------------------- | :----------------------------- | | Benefit Plan | $(40) | $(12) | | SERP | $(168) | $(164) | - The Benefit Plan's investment mix at June 30, 2025, and December 31, 2024, was approximately **99% debt** and **1% money market funds**[79](index=79&type=chunk) [13. REPORTING SEGMENTS AND RELATED INFORMATION](index=22&type=section&id=13.%20REPORTING%20SEGMENTS%20AND%20RELATED%20INFORMATION) This note presents financial data by the Company's five operating segments - The Company operates five reporting segments: commercial/industrial real estate development, resort/residential real estate development, mineral resources, farming, and ranch operations[82](index=82&type=chunk) Segment Revenues | Segment Revenues (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Commercial/industrial | $5,107 | $2,550 | $7,861 | $5,495 | | Mineral resources | $1,510 | $2,032 | $4,105 | $4,521 | | Farming | $607 | $142 | $2,163 | $1,007 | | Ranch operations | $1,083 | $965 | $2,387 | $2,072 | | Total segment revenues | $8,307 | $5,689 | $16,516 | $13,095 | Segment Operating Results | Segment Operating Results (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Commercial/industrial | $4,126 | $3,329 | $6,191 | $5,860 | | Resort/residential | $(304) | $(427) | $(690) | $(1,988) | | Mineral resources | $720 | $917 | $1,230 | $1,290 | | Farming | $(890) | $(945) | $(1,882) | $(2,147) | | Ranch operations | $(252) | $(296) | $(221) | $(416) | | Total segment operating results | $3,400 | $2,578 | $4,628 | $2,599 | Identifiable Assets by Segment | Identifiable Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Commercial/industrial | $123,957 | $98,185 | | Resort/residential | $335,196 | $330,513 | | Mineral resources | $64,869 | $54,658 | | Farming | $56,124 | $54,478 | | Ranch operations | $2,574 | $2,658 | | Corporate | $35,821 | $67,506 | | Total | $618,541 | $607,998 | Capital Expenditures by Segment | Capital Expenditures (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Commercial/industrial | $28,513 | $14,228 | | Resort/residential | $4,405 | $4,100 | | Mineral resources | $56 | $— | | Farming | $3,752 | $3,317 | | Ranch operations | $156 | $313 | | Corporate | $264 | $119 | | Total | $37,146 | $22,077 | [14. INVESTMENT IN UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES](index=26&type=section&id=14.%20INVESTMENT%20IN%20UNCONSOLIDATED%20AND%20CONSOLIDATED%20JOINT%20VENTURES) This note details the Company's investments in joint ventures and their financial contributions - The Company accounts for unconsolidated joint ventures using the equity method, with a total investment of **$31.26 million** as of June 30, 2025[94](index=94&type=chunk) - Key unconsolidated joint ventures include Petro Travel Plaza Holdings, LLC (**50% voting**, **60% profit/loss**), TRCC/Rock Outlet Center LLC (**50% voting**, managing member, but significant participating rights for partner), and five TRC-MRC LLCs with Majestic Realty Co. (**50**/**50**)[94](index=94&type=chunk)[95](index=95&type=chunk)[97](index=97&type=chunk) Equity in Earnings (Loss) of Unconsolidated Joint Ventures | TRC Equity in Earnings (Loss) of Unconsolidated Joint Ventures (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | | Petro Travel Plaza Holdings, LLC | $2,624 | $3,219 | | TRCC/Rock Outlet Center LLC | $(868) | $(633) | | TRC-MRC 1, LLC | $463 | $151 | | TRC-MRC 2, LLC | $1,022 | $888 | | TRC-MRC 3, LLC | $244 | $214 | | TRC-MRC 4, LLC | $177 | $321 | | TRC-MRC 5, LLC | $51 | $122 | | Total equity in earnings (loss) | $3,713 | $4,282 | - Centennial Founders, LLC (CFL), where the Company owns **93.75%**, is consolidated within the Company's financial statements[97](index=97&type=chunk)[99](index=99&type=chunk) [15. RELATED PARTY TRANSACTIONS](index=30&type=section&id=15.%20RELATED%20PARTY%20TRANSACTIONS) This note describes transactions with related parties, including water contracts and consulting agreements - The Company is the largest landowner and taxpayer within TCWD and has a water purchase service contract with them[100](index=100&type=chunk) - The Company has water contracts with WRMWSD for SWP water deliveries, paying **$3.44 million** for these contracts and related costs as of June 30, 2025[101](index=101&type=chunk) - A consulting services agreement with former CEO Mr. Bielli for strategic counsel to the Board and current CEO, with compensation of **$85 thousand per month** for **one year**[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations for the three and six months ended June 30, 2025, compared to the prior year. It details performance by segment, discusses critical accounting estimates, outlines cash flow and liquidity, capital structure, contractual obligations, off-balance sheet arrangements, and reconciles non-GAAP financial measures [OVERVIEW](index=31&type=section&id=OVERVIEW) This section provides an executive summary of the Company's business model, strategic initiatives, and key financial highlights - The Company is a diversified real estate development and agribusiness company focused on maximizing long-term shareholder value through strategic land improvement and monetization[104](index=104&type=chunk)[105](index=105&type=chunk) - Key master planned communities include TRCC (active development), Mountain Village (entitled, litigation prevailed), Grapevine (reapproved, litigation prevailed), and Centennial (entitlements rescinded by Court of Appeal, working with LA County to advance)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - Residential leasing commenced in May **2025** with the launch of Terra Vista at Tejon, diversifying the portfolio and enhancing recurring revenue[109](index=109&type=chunk) - Net loss attributable to common stockholders increased by **$2.67 million** for Q2 **2025** and **$3.22 million** for YTD **2025**, primarily due to **$2.32 million** and **$3.40 million**, respectively, in professional fees for a contested board election and proxy defense[118](index=118&type=chunk)[119](index=119&type=chunk) [Results of Operations by Segment](index=34&type=section&id=Results%20of%20Operations%20by%20Segment) This section analyzes the financial performance of each of the Company's operating segments [Real Estate – Commercial/Industrial](index=34&type=section&id=Real%20Estate%20%E2%80%93%20Commercial%2FIndustrial) This section analyzes the financial performance of the commercial and industrial real estate segment Commercial/Industrial Segment Revenues and Operating Income | Commercial/Industrial Revenues (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total commercial/industrial revenues | $5,107 | $2,550 | $2,557 | 100% | | Total commercial/industrial expenses | $3,536 | $1,990 | $1,546 | 78% | | Operating income | $1,571 | $560 | $1,011 | 181% | - Revenue increase was primarily due to **$2.37 million** in land sale revenue recognized from a **2022** transaction and improved spark spread from Pastoria Energy Facility[124](index=124&type=chunk) - Expense increase was mainly due to **$1.78 million** cost of land sales related to the **2022** transaction, partially offset by lower general and administrative expenses[124](index=124&type=chunk) - Industrial land prices at TRCC have increased **1,479%** since **2000**, from **$0.57** to **$9.00** per square foot, and industrial rents increased **236%** over the past **eight years**[132](index=132&type=chunk) [Real Estate – Resort/Residential](index=36&type=section&id=Real%20Estate%20%E2%80%93%20Resort%2FResidential) This section reviews the financial performance and development status of the resort and residential real estate segment - This segment is in preliminary development stages and generated no revenues or profits[133](index=133&type=chunk) - Expenses decreased by **$0.12 million** (**28.8%**) for the three months ended June 30, 2025, primarily due to a **$0.10 million** decrease in payroll-related expense[133](index=133&type=chunk) - Expenses decreased by **$1.30 million** (**65%**) for the six months ended June 30, 2025, mainly due to **$1.25 million** in additional professional service fees and planning costs in **2024** that did not reoccur[134](index=134&type=chunk) - The long-term strategy to develop MV, Centennial, and Grapevine remains unchanged, supported by California's housing demand and demographic migration[135](index=135&type=chunk) [Mineral Resources](index=37&type=section&id=Mineral%20Resources) This section examines the financial results of the mineral resources segment, including water and royalties Mineral Resources Segment Revenues and Operating Income | Mineral Resources Revenues (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :---------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total mineral resources revenues | $1,510 | $2,032 | $(522) | (26)% | | Total mineral resources expenses | $790 | $1,115 | $(325) | (29)% | | Operating income | $720 | $917 | $(197) | (21)% | - Revenue decrease was primarily due to a **$0.30 million** decrease in water sales (due to above-average rainfall) and a **$0.13 million** decrease in cement royalties (lower production volumes)[137](index=137&type=chunk) - Expense decrease was mainly associated with a **$0.28 million** decrease in water cost of sales[137](index=137&type=chunk) - Water assets are expected to become increasingly important due to anticipated regulatory changes related to groundwater management in California[139](index=139&type=chunk) [Farming](index=39&type=section&id=Farming) This section details the financial performance of the farming segment, focusing on crop sales and related expenses Farming Segment Revenues and Operating Loss | Farming Revenues (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------ | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total farming revenues | $607 | $142 | $465 | 327% | | Total farming expenses | $1,497 | $1,087 | $410 | 38% | | Operating loss | $(890) | $(945) | $55 | (6)% | - Revenue increase was primarily attributed to **$0.43 million** in almond carryover crop sales (**156,000 pounds**) during Q2 **2025**, with no almond sales in Q2 **2024**[144](index=144&type=chunk) - Expense increase was mainly due to a **$0.41 million** increase in almond cost of sales associated with higher crop sales volume[144](index=144&type=chunk) - The USDA projects a **10%** increase in the **2025** California almond crop, potentially leading to downward pressure on almond pricing[147](index=147&type=chunk) - Unusually warm winter in early **2025** and late spring rainstorms may affect pistachio yields and crop management schedules[148](index=148&type=chunk) [Ranch Operations](index=40&type=section&id=Ranch%20Operations) This section analyzes the financial results of the ranch operations segment, including game management and other revenues Ranch Operations Segment Revenues and Operating Loss | Ranch Operations Revenues (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total ranch operations revenues | $1,083 | $965 | $118 | 12% | | Total ranch operations expenses | $1,335 | $1,261 | $74 | 6% | | Operating loss | $(252) | $(296) | $44 | 15% | - Revenue increase was primarily driven by a **$0.10 million** rise in game management and other revenues, including higher guided hunt revenues and increased revenue from the High Desert Hunt Club[151](index=151&type=chunk) - Expense increase was mainly attributable to higher operating expenses of **$0.12 million**, largely due to increased repairs and maintenance costs[151](index=151&type=chunk) [Corporate and Other](index=41&type=section&id=Corporate%20and%20Other) This section covers corporate general and administrative costs and other non-segment specific financial items - Corporate general and administrative costs increased by **$1.54 million** (**45.97%**) for Q2 **2025** and **$3.29 million** (**56%**) for YTD **2025**, primarily due to professional fees for proxy defense[153](index=153&type=chunk)[154](index=154&type=chunk) - Total other income decreased by **$0.34 million** for Q2 **2025** and **$0.68 million** for YTD **2025**, mainly due to lower investment income from a decrease in marketable securities balance[155](index=155&type=chunk) [Joint Ventures](index=42&type=section&id=Joint%20Ventures) This section discusses the equity in earnings or losses from the Company's joint venture investments Joint Ventures Equity in Earnings (Loss) | Equity in Earnings (Loss) (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total equity in earnings | $2,555 | $2,769 | $(214) | (8)% | - Equity in earnings decreased by **$(0.21) million** for Q2 **2025** and **$(0.57) million** for YTD **2025**, primarily due to a reduction in TA/Petro joint venture earnings (**7%** decline in nonfuel gross margins, **10%** increase in operating expense)[157](index=157&type=chunk)[158](index=158&type=chunk) - Equity in loss from TRCC/Rock Outlet Center LLC increased due to decreased contingent rental income from reduced consumer traffic[157](index=157&type=chunk)[158](index=158&type=chunk) [General Outlook](index=42&type=section&id=General%20Outlook) This section provides management's forward-looking perspective on operational seasonality and market conditions - Operations are seasonal, with farming revenues typically recognized in the third and fourth quarters, making quarterly results unreliable for full-year prediction[159](index=159&type=chunk) - Real estate activity and leasing are difficult to predict due to market conditions and specific opportunities[159](index=159&type=chunk) [Income Taxes](index=43&type=section&id=Income%20Taxes) This section details the Company's income tax benefit and effective tax rate for the reporting period Income Tax Benefit and Effective Rate | Income Tax Benefit (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Income tax benefit | $837 | $2,118 | | Effective tax rate | 21% | 102% | - As of June 30, 2025, the Company had income tax receivables of **$2.44 million**[161](index=161&type=chunk) [Cash Flow and Liquidity](index=43&type=section&id=Cash%20Flow%20and%20Liquidity) This section analyzes the Company's cash flows from operating, investing, and financing activities and its liquidity position - Cash, cash equivalents, and marketable securities decreased by **$33.65 million** to **$20.05 million** as of June 30, 2025, primarily due to funding construction of the Terra Vista at Tejon multi-family apartment community[165](index=165&type=chunk) Cash Flow Activities Summary | Cash Flow Activities (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $(1,726) | $(1,026) | | Investing activities | $(49,551) | $(1,643) | | Financing activities | $14,510 | $3,794 | - Investing activities used **$49.55 million**, primarily for real estate development (**$37.15 million**, including Terra Vista and TRCC infrastructure) and water asset acquisition (**$9.52 million**)[168](index=168&type=chunk)[169](index=169&type=chunk) - Financing activities provided **$14.51 million**, mainly from **$15.00 million** in borrowings on the line of credit[174](index=174&type=chunk) - Estimated capital investment for the remainder of **2025** includes **$6.81 million** for Terra Vista at Tejon, **$5.00 million** for TRCC-East infrastructure, and up to **$4.19 million** for MV, Centennial, and Grapevine[172](index=172&type=chunk) [Capital Structure and Financial Condition](index=44&type=section&id=Capital%20Structure%20and%20Financial%20Condition) This section describes the Company's capitalization, debt, and compliance with financial covenants - Total capitalization at book value was **$568.83 million** at June 30, 2025, with a debt-to-total-capitalization ratio of approximately **14.4%**[178](index=178&type=chunk) - The Revolving Credit Facility provides a **$160.00 million** revolving credit line (RCL) and a **$15.00 million** letter of credit sub-facility, maturing January **1**, **2029**[179](index=179&type=chunk) - The interest rate spread for the RCL is based on the consolidated net liabilities to equity ratio (NLER), with the Company currently in **Tier 3** (NLER < **35%**) at a **2.25%** spread[182](index=182&type=chunk) - The Company was in compliance with all financial covenants (total liabilities/tangible net worth, debt service coverage ratio, liquidity ratio) at June 30, 2025, and December 31, 2024[184](index=184&type=chunk)[186](index=186&type=chunk) - The Company has a strong liquidity position with **$20.05 million** in cash and securities and **$78.06 million** available on its RLC[189](index=189&type=chunk) [Contractual Cash Obligations](index=46&type=section&id=Contractual%20Cash%20Obligations) This section outlines the Company's significant contractual cash obligations, including water payments and debt Contractual Obligations | Contractual Obligations (in thousands) | Total | One Year or Less | Years 2-3 | Years 4-5 | Thereafter | | :------------------------------------- | :------------ | :--------------- | :----------- | :----------- | :------------- | | Estimated water payments | $1,462,769 | $4,602 | $29,828 | $31,646 | $1,396,693 | | Revolving line-of-credit | $81,942 | $— | $— | $81,942 | $— | | Cash contract commitments | $16,016 | $14,427 | $518 | $— | $1,071 | | Defined Benefit Plan | $5,490 | $484 | $1,000 | $995 | $3,011 | | SERP | $5,247 | $580 | $1,134 | $1,090 | $2,443 | | Total contractual obligations | $1,571,464 | $20,093 | $32,480 | $115,673 | $1,403,218 | - The largest contractual obligation is estimated water payments, totaling **$1.46 billion**, extending through **2085** for SWP contracts and **2044** (with option to extend) for the Nickel water contract[191](index=191&type=chunk)[192](index=192&type=chunk) - Cash contract commitments primarily relate to infrastructure development, entitlement costs, and an incentive fee for the Grapevine Development[193](index=193&type=chunk) [Off-Balance Sheet Arrangements](index=47&type=section&id=Off-Balance%20Sheet%20Arrangements) This section details the Company's off-balance sheet arrangements, including community facilities districts and joint venture guarantees - TRPFFA has created two Community Facilities Districts (CFDs) that have placed liens on Company land to secure bond debt for public infrastructure[195](index=195&type=chunk) - Aggregate outstanding debt of unconsolidated joint ventures was **$218.90 million**, with **$20.38 million** attributable to the TRCC/Rock Outlet Center LLC loan, which was **100%** guaranteed by the Company[196](index=196&type=chunk) [Non-GAAP Financial Measures](index=48&type=section&id=Non-GAAP%20Financial%20Measures) This section presents and reconciles non-GAAP financial measures like EBITDA, Adjusted EBITDA, and Net Operating Income - EBITDA and Adjusted EBITDA are non-GAAP measures used to assess core operations, excluding interest, taxes, depreciation, amortization, and stock compensation expense[197](index=197&type=chunk) EBITDA and Adjusted EBITDA | Non-GAAP Financial Measures (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | EBITDA | $2,803 | $3,305 | $3,891 | $4,919 | | Adjusted EBITDA | $5,743 | $5,146 | $8,580 | $7,273 | - NOI (Net Operating Income) is a non-GAAP measure reflecting property-level income and expenses, useful for evaluating real estate asset performance[199](index=199&type=chunk) Net Operating Income (NOI) | Net Operating Income (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Commercial/Industrial NOI | $3,716 | $3,668 | | NOI of unconsolidated joint ventures | $18,881 | $19,881 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the Company's exposure to market risks, primarily related to interest rates and commodity prices. It details the sensitivity of financial instruments and farming inventories to these risks - The Company is exposed to market risk from changes in interest rates and commodity prices[203](index=203&type=chunk) - Investment activities prioritize principal preservation, limiting investments to securities with maturities under **five years** and investment-grade ratings[205](index=205&type=chunk) Interest Rate Sensitivity Analysis | Interest Rate Sensitivity (in thousands, except percentage) | June 30, 2025 Total | June 30, 2025 Fair Value | | :------------------------------------------ | :------------------ | :----------------------- | | Marketable securities | $17,564 | $17,554 | | Weighted average interest rate | 4.18% | | | Revolving line-of-credit | $81,942 | $81,942 | | Weighted average interest rate | S+2.25% | | - Farming inventories and accounts receivable are exposed to price fluctuations of almonds, grapes, and pistachios[213](index=213&type=chunk) [Item 4. Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting - Management, under CEO and CFO supervision, concluded that disclosure controls and procedures were effective as of June 30, 2025[214](index=214&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[215](index=215&type=chunk) [PART II. OTHER INFORMATION](index=53&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and a list of exhibits [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 11 of the financial statements for details on legal proceedings, which primarily cover commitments and contingencies related to water contracts, community facilities districts, and the Centennial project litigation - Legal proceedings information is detailed in Note **11** (Commitments and Contingencies) of the Unaudited Consolidated Financial Statements[216](index=216&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the Company's most recent Annual Report on Form 10-K - No material changes to the risk factors previously disclosed in the Annual Report on Form **10**-K[217](index=217&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that there were no unregistered sales of equity securities or use of proceeds during the period - None[218](index=218&type=chunk) [Item 3. Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities during the reporting period - None[218](index=218&type=chunk) [Item 4. Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Not applicable[219](index=219&type=chunk) [Item 5. Other Information](index=53&type=section&id=Item%205.%20Other%20Information) This section reports that there is no other information to disclose under this item - None[219](index=219&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section provides a comprehensive list of exhibits filed with the Form 10-Q, including various corporate documents, agreements, and certifications, many of which are incorporated by reference from previous SEC filings - The report includes a list of exhibits, such as the Restated Certificate of Incorporation, Amended and Restated Bylaws, various stock incentive plans, ground leases, and joint venture agreements[220](index=220&type=chunk) - Recent exhibits include the Credit Agreement with AgWest Farm Credit, PCA (FN **45**), Consulting Letter Agreement with Gregory S. Bielli (FN **46**), and the Limited Liability Company Agreement of TRC-DP **1**, LLC (FN **47**)[220](index=220&type=chunk) - Certifications pursuant to Section **302** and Section **906** of the Sarbanes-Oxley Act of **2002** are filed herewith[220](index=220&type=chunk) [SIGNATURES](index=57&type=section&id=SIGNATURES) This section contains the official signatures of the Company's executive officers, certifying the report - The report is signed by Matthew H. Walker, President and Chief Executive Officer, and Robert D. Velasquez, Chief Financial Officer, Treasurer, Senior Vice President, Finance and Chief Accounting Officer, on August **7**, **2025**[228](index=228&type=chunk)

Core Insights - Tejon Ranch Co. reported financial results for the second quarter and first half of 2025, highlighting a focus on disciplined execution and long-term growth despite a net loss due to one-time proxy contest costs [2][10] - The company experienced positive momentum in adjusted EBITDA and farming revenues, with a commitment to enhancing shareholder value through operational efficiency and strategic investments [2][11] Financial Performance - For Q2 2025, the company reported a GAAP net loss of $1.7 million, compared to a net income of $1.0 million in Q2 2024, primarily due to $2.3 million in consulting fees related to a contested board election [5][10] - Revenues for Q2 2025 were $11.1 million, up from $9.0 million in Q2 2024, driven by a $2.6 million increase in the real estate commercial/industrial segment [5][10] - Adjusted EBITDA for Q2 2025 was $5.7 million, an increase from $5.1 million in Q2 2024 [6] Leasing and Occupancy - As of June 30, 2025, the TRCC industrial portfolio was 100% leased, while the commercial/retail portfolio was 95% occupied [5] - The Outlets at Tejon maintained a strong performance with 91% occupancy [5] - The first multifamily residential development, Terra Vista at Tejon, opened with 49% of the 84 delivered units leased as of June 30, 2025 [5] Year-to-Date Results - For the first six months of 2025, the company reported a net loss of $3.2 million compared to a net income of $43,000 in the same period of 2024 [10] - Year-to-date revenues were $20.7 million, up from $18.6 million in the first half of 2024, with the real estate commercial/industrial segment revenue increasing by 43% [10] - Adjusted EBITDA for the first six months of 2025 was $8.6 million, compared to $7.3 million in the same period of 2024 [10] Capitalization and Liquidity - As of June 30, 2025, total capitalization was approximately $648.4 million, with a debt to total capitalization ratio of 29.7% [9][34] - The company had total liquidity of $98.1 million, including cash, securities, and available credit [9] Market Outlook - The company plans to continue pursuing commercial/industrial and multifamily development, with a focus on strategic investments in residential projects [11] - External factors such as commodity prices and regulatory challenges in California may impact future net income [12][17]

Core Viewpoint - Public Service Enterprise Group (PSEG) has received an unsolicited mini-tender offer from TRC Capital Investment Corporation to purchase up to 1.5 million shares at $80.60 per share, which is below the current market price [1][2]. Group 1: Mini-Tender Offer Details - TRC Capital Investment's offer price of $80.60 is approximately 4.51% lower than PSEG's closing share price of $84.41 on July 21, 2025, and about 9.4% lower than the $88.97 closing price on August 1, 2025 [1]. - The offer represents approximately 0.3% of PSEG's outstanding shares as of the offer date [1]. - The offer is scheduled to expire at 12:00 a.m. Eastern Time on August 20, 2025, but TRC Capital Investment may extend the offering period at its discretion [2]. Group 2: PSEG's Position - PSEG is not associated with TRC Capital Investment and recommends that shareholders do not tender their shares due to the offer being below market price and subject to various conditions [2]. - Shareholders who have already tendered their shares can withdraw them at any time before the offer expires [2]. Group 3: Regulatory Context - Mini-tender offers, like the one from TRC Capital, seek to acquire less than 5% of a company's shares, allowing them to avoid many SEC disclosure and procedural requirements [3]. - The SEC has warned investors that some bidders may make mini-tender offers at below-market prices, hoping to catch investors off guard [4]. Group 4: Company Overview - PSEG operates New Jersey's largest transmission and distribution utility, serving approximately 2.4 million electric and 1.9 million natural gas customers [6]. - The company owns a fleet of 3,758 MW of carbon-free, baseload nuclear power generating units in New Jersey and Pennsylvania [6]. - PSEG is a member of the S&P 500 Index and has been recognized in the Dow Jones Sustainability North America Index for 17 consecutive years [6].