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].

[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)

Core Insights - Tejon Ranch Co. reported financial results for Q1 2025, highlighting a net loss of $1.5 million, compared to a net loss of $0.9 million in Q1 2024, with a net loss per share of $0.05 [4][19] - The company achieved revenues of $9.6 million in Q1 2025, slightly up from $9.5 million in Q1 2024, driven primarily by the farming segment due to improved almond prices [5][19] - The company is focused on leveraging its land use approvals to unlock development opportunities and enhance long-term value for shareholders [2][8] Financial Performance - Total revenues for Q1 2025 were $8.2 million, an increase from $7.4 million in Q1 2024, with the farming segment showing significant growth [5][19] - Adjusted EBITDA for Q1 2025 was $2.8 million, compared to $2.1 million in the same period of 2024, indicating improved operational performance [12][25] - The company reported total capitalization of approximately $611.6 million as of March 31, 2025, with a debt to total capitalization ratio of 30.4% [7][29] Real Estate Development - The Tejon Ranch Commerce Center (TRCC) has successfully transitioned into a mixed-use community, with the opening of the Terra Vista at Tejon multi-family residential development, which includes 228 units [2][5] - The TRCC industrial portfolio consists of 2.8 million square feet of gross leasable area (GLA) and is fully leased, while the commercial/retail portfolio has a 95% occupancy rate [5][8] - Nestlé USA is constructing a new distribution facility at TRCC, which will span over 700,000 square feet upon completion [5] Market Outlook - The company anticipates fluctuations in net income due to regulatory delays, commodity prices, and the timing of land sales and leasing activities [9] - The 2025 California almond crop forecast is expected to be released soon, with potential challenges in production due to pollination issues and trade uncertainties [11] - Tejon Ranch is diversifying its farming operations by planting an olive orchard to better position itself against market changes [11]

Core Viewpoint - Tejon Ranch Co. urges shareholders to vote for its 10 director nominees on the WHITE proxy card, emphasizing the inexperience and potential risks associated with Bulldog Investors' nominees [1][2][3]. Group 1: Tejon's Position - Tejon's Annual Meeting is scheduled for May 13, 2025, and shareholders are encouraged to vote for the company's qualified director nominees [2][3]. - Tejon's Board highlights its commitment to shareholder engagement and value creation, contrasting with Bulldog's lack of constructive engagement [4][6]. - The company asserts that Bulldog's nominees lack relevant experience in real estate and management, which could disrupt the Board's effectiveness [5][7]. Group 2: Bulldog's Campaign - Bulldog Investors is characterized as a hedge fund with a history of proxy campaigns, attempting to install three unqualified individuals on Tejon's Board [3][6]. - Independent third parties, including major proxy advisory firms, have recognized deficiencies in Bulldog's campaign and the inexperience of its nominees [11][12]. - Bulldog's nominees are criticized for lacking experience in real estate and California's regulatory environment, which is essential for Tejon's operations [10][13]. Group 3: Shareholder Communication - Tejon plans to enhance shareholder communication through annual investor days and ongoing engagement with shareholders regarding governance practices [9]. - The company emphasizes the importance of voting for its nominees to protect the long-term value of investments in Tejon [16][17]. - Tejon's Board is committed to sustainable and long-term value creation, contrasting with Bulldog's unclear agenda and lack of a compelling case for change [18].

Core Viewpoint - Glenbrook Capital Management, a long-time shareholder of Tejon Ranch Co., intends to support Bulldog Capital's nominees for the Board of Directors and a proposal allowing shareholders owning 10% of shares to call special meetings, citing mismanagement and lack of transparency from the current Board [1][2][5]. Group 1: Shareholder Concerns - Glenbrook highlights significant unrecognized value in Tejon Ranch despite years of mismanagement and a lack of transparency from the Board, which has not held quarterly earnings calls, unlike 97% of NYSE companies [2][5]. - The current Board's actions, including the inclusion of former CEO Gregory Bielli, are criticized for contributing to the company's poor stock performance, with Bielli's tenure marked by stagnation [3][4]. Group 2: Proposed Changes - Glenbrook supports Bulldog Capital's recognition of Tejon's untapped potential and the need for a change in direction, advocating for the election of Bulldog's nominees and the approval of Item 4 to enhance shareholder rights [4][5]. - Leading proxy advisory firms ISS and Glass Lewis have recommended voting in favor of the proposal that would allow shareholders to call special meetings, emphasizing the importance of this right for corporate governance and performance [5].

Tejon Ranch Company (TRC) FY Conference Summary Company Overview - Tejon Ranch Company operates on a single property of 270,000 acres, focusing on extracting value from this unique asset [7][8] - The company is not a REIT but has a diversified business model that includes land development, agriculture, and industrial operations [7][18] Key Industry Insights - California's regulatory environment presents high barriers to entry for new master plan communities, creating scarcity and driving value [9][12] - The state faces a chronic housing shortage of 2.5 million homes, leading to sustained demand for the planned 35,000 homes by Tejon Ranch [12][15] - The company is strategically located to benefit from population migration trends in Southern California and the Southern San Joaquin Valley [10][11] Growth Drivers 1. **Population Migration**: There is a significant movement from Central Los Angeles to suburban areas, which Tejon Ranch is positioned to capture [10][12] 2. **Housing Shortage**: The lack of new homes in California is driving prices higher, creating demand for new developments [12][15] 3. **Industrial Demand**: The growth of e-commerce and the need for industrial space have led to the development of 7 million square feet of industrial space at the Tejon Ranch Commerce Center (TRCC) [14][15] Business Model and Strategy - The company operates through three main segments: 1. **Land Company**: High-margin, low-cost fee streams from agricultural and land leases [24][25] 2. **REIT Operations**: Stable cash flows from industrial, retail, and multifamily developments [18][24] 3. **Master Planned Community Development**: Converting unentitled land into valuable residential and commercial properties [25][30] - The company has created significant value through its entitlement and development processes, potentially increasing land value by 25 to 100 times [25][26] Financial Performance - Cumulative cash flow from commercial and industrial development at TRCC has exceeded $110 million, with industrial land prices increasing nearly 1500% over 25 years [26][30] - Current industrial land prices range from $25,000 to $400,000 per acre, reflecting substantial appreciation [26][30] Challenges and Risks - The company is currently facing a contested election with a short-term shareholder trying to disrupt its long-term growth strategy [39][40] - Navigating California's complex land use entitlement process remains a significant challenge, but the company has established strong local support [51][52] Future Outlook - Tejon Ranch is focused on leveraging its strategic location and existing entitlements to drive long-term growth [36][42] - The company aims to capitalize on the interconnectedness of its various business segments to create a sustainable ecosystem for growth [15][19] Conclusion - Tejon Ranch Company is well-positioned to benefit from macroeconomic trends in California, including population migration and housing shortages, while navigating the complexities of the regulatory environment to unlock significant value from its land assets [36][42]

Core Viewpoint - Tejon Ranch Co. has received recommendations from three leading proxy advisory firms to support its 10 director nominees in the upcoming Annual Meeting of Shareholders, emphasizing the importance of maintaining the current Board to ensure the company's long-term growth strategy [1][2][3]. Group 1: Proxy Advisory Recommendations - Egan-Jones, along with ISS and Glass Lewis, has recommended that Tejon shareholders vote "FOR" all 10 of the company's highly-qualified director nominees [1][2]. - The support from these advisory firms indicates a recognition of the stakes involved for Tejon, reinforcing the belief that the current Board is best suited to execute the company's strategic priorities [2][3]. Group 2: Company Background and Strategic Focus - 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 [5]. - The company has made significant progress in obtaining entitlements for developments, with 16,000 homes fully permitted, litigated, and entitled, which are expected to generate substantial returns once developed [5]. Group 3: Importance of Shareholder Voting - The Annual Meeting is scheduled for May 13, 2025, and shareholders are urged to vote "FOR" all 10 director nominees to protect their investment value [3][4]. - The company emphasizes that every vote is important, regardless of the number of shares owned, and provides instructions for voting via the internet or mail [4].

Core Viewpoint - Tejon Ranch Co. is receiving strong support from major proxy advisory firms ISS and Glass Lewis, recommending shareholders vote for its 10 director nominees, emphasizing their qualifications and strategic vision to enhance shareholder value [2][3][4]. Summary by Relevant Sections Proxy Advisory Recommendations - Glass Lewis and ISS have both recommended that Tejon shareholders vote "FOR" all 10 of the company's highly qualified director nominees on the WHITE Proxy Card for the upcoming Annual Meeting on May 13, 2025 [2][3]. - The recommendations highlight the expertise and strategic vision of Tejon's Board, contrasting it with Bulldog's unqualified nominees [3][4]. Opposition to Bulldog's Nominees - Both ISS and Glass Lewis have criticized Bulldog's campaign to install three unqualified director nominees, noting that Bulldog has not provided a clear plan for Tejon [4]. - Glass Lewis pointed out Bulldog's lack of understanding of necessary changes, indicating uncertainty in their approach [4]. Call to Action for Shareholders - Tejon urges shareholders to follow the recommendations of ISS and Glass Lewis by voting "FOR" the company's nominees and withholding votes from Bulldog's nominees to protect their investment [5][6]. - The company emphasizes the importance of shareholder votes, regardless of the number of shares owned, and provides instructions for voting [6]. Company Background - 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 [8].

Core Viewpoint - Tejon Ranch Co. has received a recommendation from Institutional Shareholder Services (ISS) for shareholders to vote "FOR" its 10 director nominees in the upcoming Annual Meeting of Shareholders on May 13, 2025 [1][3]. Group 1: 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 and 30 miles south of Bakersfield [6]. - The company emphasizes the importance of its Board's experience, discipline, and strategic vision in unlocking the value of its land portfolio [2]. Group 2: Shareholder Engagement - ISS's endorsement is seen as a validation of Tejon's Board's capability to protect shareholder value, contrasting with Bulldog Investors' nominees, which are viewed as a risk to the company's long-term success [3][8]. - Tejon urges shareholders to follow ISS's recommendation by voting "FOR" only its 10 nominees on the WHITE proxy card and to withhold votes from Bulldog's nominees [3]. Group 3: Proxy Voting Information - Shareholders are encouraged to vote by internet or mail using the instructions provided on the WHITE proxy card, emphasizing the importance of every vote regardless of the number of shares owned [4]. - Tejon has filed a definitive proxy statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for the 2025 Annual Meeting of Shareholders [10].