TEJON RANCH CO
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 6, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to Commission file number:1-07183
TEJON RANCH CO.
(Exact name of registrant as specified in its charter)
Delaware 77-0196136
(State or other jurisdiction of incorporation or organization.) (I.R.S. Employer Identification No.)
P.O. Box 1000, Tejon Ranch, California 93243
(Address of principal executive offices) (Zip Code)
(661)248-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.50 par value | TRC | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | |||
|---|---|---|---|
| Yes | ☐ | No | ☒ |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | |||
| Yes | ☐ | No | ☒ |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||
| Yes | ☒ | No | ☐ |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ((§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | |||
| Yes | ☒ | No | ☐ |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.: | |||
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ | |||
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ | |||
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ | |||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | |||
| Yes | ☐ | No | ☒ |
| The aggregate market value of registrant’s Common Stock, par value $.50 per share, held by persons other than those who may be deemed to be affiliates of registrant on June 28, 2024 was $457,317,341 based on the last reported sale price on the New York Stock Exchange as of the close of business on that date. | |||
The number of the Company’s outstanding shares of Common Stock on February 28, 2025 was 26,856,054.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of the Registrant's fiscal year ended December 31, 2024, relating to the directors and executive officers of the Company are incorporated by reference into Part III.
TABLE OF CONTENTS
| PART I | 4 | |
|---|---|---|
| ITEM 1. | BUSINESS | 4 |
| ITEM 1A. | RISK FACTORS | 28 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 34 |
| ITEM 1C. | CYBERSECURITY | 34 |
| ITEM 2. | PROPERTIES | 34 |
| ITEM 3. | LEGAL PROCEEDINGS | 38 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 39 |
| PART II | 40 | |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 40 |
| ITEM 6. | RESERVED | 40 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 40 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 58 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 59 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 59 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 60 |
| ITEM 9B. | OTHER INFORMATION | 60 |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 60 |
| PART III | 60 | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 61 |
| ITEM 11. | EXECUTIVE COMPENSATION | 61 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 61 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 61 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 61 |
| PART IV | 63 | |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 63 |
| SIGNATURES | 68 | |
| ITEM 15(a)(1) - FINANCIAL STATEMENTS | 71 | |
| ITEM 15(a)(2) - FINANCIAL STATEMENT SCHEDULES | 71 |
Glossary
| The following initialisms or acronyms may be used in this document and shall be defined as set forth below: | |
|---|---|
| AKIP | Advance Kern Incentive Program |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| AVEK | Antelope Valley East Kern Water Agency |
| CFL | Centennial Founders, LLC |
| CBD | Center for Biological Diversity |
| CEQA | California Environmental Quality Act |
| CFD | Community Facilities District |
| CNPS | California Native Plant Society |
| EBITDA | Earnings Before Interest Taxes Depreciation and Amortization |
| EIR | Environmental Impact Report |
| FTZ | Foreign Trade Zone |
| GAAP | Generally Accepted Accounting Principles in the United States |
| GHG | Greenhouse Gas |
| GSP | Groundwater Sustainability Plan |
| MV | Mountain Village at Tejon Ranch |
| NOI | Net Operating Income |
| NLER | Net Liabilities to Equity Ratio |
| PEF | Pastoria Energy Facility, LLC |
| RCL | Revolving Credit Line |
| RWA | Tejon Ranch Conservation and Land Use Agreement |
| SEC | Securities and Exchange Commission |
| SOFR | Secured Overnight Financing Rate |
| SWP | State Water Project |
| TCWD | Tejon-Castac Water District |
| TRC | Tejon Ranch Co. |
| TRCC | Tejon Ranch Commerce Center |
| TRPFFA | Tejon Ranch Public Facilities Financing Authority |
| WRMWSD | Wheeler Ridge Maricopa Water Storage District |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.