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].

Core Viewpoint - Strathmore Capital urges Tejon Ranch's Board to enable CEO Matthew Walker to implement significant reductions in general and administrative expenses and prioritize free cash flow production to enhance shareholder value [1][4]. Group 1: Management Changes - Strathmore Capital commends the appointment of an interim CFO as a step towards reducing executive overhead, indicating a move towards fiscal responsibility [1]. - The company currently employs five Vice Presidents of Real Estate, raising questions about the necessity of maintaining multiple positions given the passive nature of its income streams [2]. Group 2: Cost Reduction Recommendations - Strathmore Capital calls for wholesale changes to reduce corporate waste, including a reduction in the size of the Board, which currently has ten members, to achieve immediate cost savings [3]. - The consulting contract awarded to the former CEO, valued at approximately $1 million annually, is viewed as an unnecessary expense contributing to corporate waste [3]. Group 3: Shareholder Engagement - Acknowledgment is given to CEO Walker's efforts to engage with shareholders, which is seen as a positive step towards rebuilding trust and delivering long-awaited value [4]. - Strathmore Capital emphasizes that significant cost reductions are necessary for the investor mandate to be achieved, and that changes cannot be made effectively while the former CEO remains on the Board [4]. Group 4: Historical Context - For over four decades, Tejon Ranch has operated with a cost structure that has not prioritized shareholder value, attributed to insufficient investor oversight and accountability [5].

Core Viewpoint - Glenbrook Capital Management criticizes Tejon Ranch's Board of Directors for a lack of transparency regarding the abrupt departure of CFO Brett A. Brown, urging for full disclosure and adherence to shareholder proposals [1][2][3]. Group 1: CFO Departure - Brett A. Brown, the CFO of Tejon Ranch, separated from employment on July 11, 2025, with minimal explanation provided in a Form 8-K filing, raising concerns among shareholders [1][2]. - Brown was the only senior executive with SEC compliance experience, and his contributions included securing a favorable Farm Credit loan and improving financial disclosures [2]. - The lack of clarity surrounding Brown's departure has led shareholders to speculate about potential underlying issues related to company policies or financial practices [2][3]. Group 2: Shareholder Trust and Transparency - Tejon Ranch's ongoing lack of transparency is eroding shareholder trust, particularly following recent calls for increased disclosure during a proxy contest [3]. - Glenbrook urges independent directors to seek independent counsel to improve governance and transparency, emphasizing that public shareholders control the majority of outstanding shares [3][4]. - Implementing the PFS Trust shareholder proposal, which allows shareholders owning 10% of shares to call a special meeting, is seen as crucial for restoring trust and accountability [4][5].

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].

Core Viewpoint - Tejon Ranch Co. is supported by Kern County leaders in opposition to Bulldog Investors' efforts that threaten the development of Tejon's Master Planned Communities, which are deemed essential for the region's economic growth and sustainability [1][2][13]. 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 [4]. Economic Impact - The letter from Kern County leaders highlights the long-standing partnership between Tejon and Kern County, emphasizing the critical role of Tejon's Master Planned Communities for sustainable growth in the region [2][12]. - Tejon's leadership has been integral to Kern County's economic success for nearly two centuries, and any disruption to this relationship could undermine the stability of the local economy [3][13]. Community Engagement - Tejon is recognized as an engaged corporate citizen and a forward-thinking partner, demonstrating ingenuity in navigating California's regulatory environment for land use and development [3][12]. - The success of Tejon's Master Planned Communities is linked to the future economic growth and community development of Kern County, making the current proxy contest a public policy concern [13][14]. Future Outlook - The Tejon Board and management are focused on delivering value for shareholders while ensuring the long-term success of the company and the region, contrasting with Bulldog's adversarial approach which lacks a concrete plan [14][15].