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TEJON RANCH CO

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

TRC$17.04+1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001628280-25-023871

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0000096869-25-000032

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 131 previous paragraphs and 146 current paragraphs.

93 unchanged; 27 reworded; 24 added; 11 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 12 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (24)

Current report

The Company is in the process of working with LA County to advance the Centennial project, which will include preparing supplemental environmental documentation and analysis for the Centennial project to address the Superior Court’s final judgment and the Court of Appeals decision, and do so in a way that benefits the housing and economic development needs of the region and delivers value for our shareholders. See Note 11 (Commitments and Contingencies) of the Notes to Unaudited Consolidated Financial Statements for additional information regarding the Centennial litigation.

Current report

For the three months ended June 30, 2025, we had a net loss attributable to common stockholders of $1,712,000 compared to a net income attributable to common stockholders of $957,000 for the three months ended June 30, 2024. The primary driver of this $2,669,000 increase in net loss was the additional professional fees and consulting expenses incurred of $2,316,000 during the contested board election and proxy defense.

Current report

For the six months ended June 30, 2025, we had a net loss attributable to common stockholders of $3,176,000 compared to a net income attributable to common stockholders of $43,000 for the same period in 2024. The primary driver of this $3,219,000 increase in net loss was due to the $3,399,000 additional expense incurred related to the contested board election and proxy defense efforts mentioned above during the six months ended June 30, 2025.

Current report

•Commercial/industrial real estate development segment revenues were $5,107,000 for the three months ended June 30, 2025, an increase of $2,557,000, or 100%, from $2,550,000 for the three months ended June 30, 2024. The increase was primarily attributable to the recognition of $2,373,000 in land sale revenue following the Company's completion of the performance obligation associated with a land sale transaction that occurred in 2022. Additionally, revenue from the Pastoria Energy Facility increased by $98,000 due to improved spark spread, and landscaping and other service revenues rose by $84,000.

Current report

•Commercial/industrial real estate development segment expenses were $3,536,000 for the three months ended June 30, 2025, an increase of $1,546,000, or 78%, from $1,990,000 for the three months ended June 30, 2024. The increase was primarily attributable to the recognition of $1,778,000 cost of land sales incurred to satisfy the performance obligation associated with a land sale transaction executed in 2022. Additionally, this segment experienced a decrease in general and administrative expenses of $366,000, partially offset by additional depreciation expense of $127,000 due to the Terra Vista assets being placed in service during the second quarter.

Current report

•Commercial/industrial real estate development segment revenues were $7,861,000 for the six months ended June 30, 2025, an increase of $2,366,000, or 43%, from $5,495,000 for the six months ended June 30, 2024. The primary driver of this increase was the recognition of $2,373,000 in land sales revenue, following the Company's fulfillment of the performance obligation associated with a land sale that occurred in 2022.

Current report

•Commercial/industrial real estate development segment expenses were $5,383,000 for the six months ended June 30, 2025, an increase of $1,466,000, or 37%, from $3,917,000 for the six months ended June 30, 2024. The increase was primarily attributable to the recognition of $1,778,000 in cost of land sales, incurred to satisfy the performance obligation associated with a land sale transaction executed in 2022. Additionally, this segment incurred lower general and administrative costs of $368,000, partially offset by an increase in other expenses of $158,000 driven by higher depreciation expensesdue to the Terra Vista assets being placed in service during the second quarter.

Current report

Resort/residential real estate development segment expenses were $690,000 for the six months of 2025, a decrease of $1,298,000, or 65%, from $1,988,000 for the six months of 2024. The decrease was primarily attributable to additional expenses of $1,250,000 in 2024 related to professional service fees and planning costs related to capital efforts tied to the Company's master planned communities. The expenses consisted of general and administrative expenses of $630,000, professional services of $36,000, and other expenses of $24,000 for the six months ended June 30, 2025. The expenses consisted of general and administrative expenses of $669,000, professional services of $1,296,000, and other expenses of $23,000 for the six months ended June 30, 2024.

Current report

•Mineral resources segment revenues were $1,510,000 for the three months ended June 30, 2025, representing a decrease of $522,000, or 26%, compared to $2,032,000 for the three months ended June 30, 2024. The decrease was primarily driven by a $297,000 decrease in water sales revenue, due to back-to-back above average rainfall years in California, which severely limited water sales opportunities. As rainfall levels increased, the demand for supplemental water diminished further, significantly reducing the number of viable sales opportunities, as consecutive wet years led to greater water accumulation and storage among users. Additionally, cement royalties decreased by $125,000 mainly attributable to lower production volumes during the quarter. Cement production in California declined in the first half of 2025 due to continued weakness in construction demand, high interest rates, and reduced infrastructure spending, consistent with broader national trends. Production levels are expected to recover in the second half of 2025 as interest rates are expected to ease and construction activity is expected to improve, although actual results may differ materially due to market or policy changes.

Current report

•Mineral resources segment revenues were $4,105,000 for the first six months of 2025, a decrease of $416,000, or 9%, from $4,521,000 for the first six months of 2024. The reduction in revenues was primarily attributable to a decline in water sales revenue of $192,000, due to back-to-back above average rainfall years in California. As rainfall levels increased, the demand for supplemental water diminished further, significantly reducing the number of viable sales opportunities, as consecutive wet years led to greater water accumulation and storage among users. Additionally, cement royalties decreased by$212,000 driven by lower production volumes during the year-to-date period. Cement production in California declined in the first half of 2025 due to the continued weakness in construction demand, high interest rates, and reduced infrastructure spending, consistent with broader national trends. Production levels are expected to recover in the second half of 2025 as interest rates are expected to ease and construction activity is expected to improve, although actual results may differ materially due to market or policy changes.

Current report

•Mineral resources segment expenses were $2,875,000 for the first six months of 2025, a decrease of $356,000, or 11%, when compared to the same period in 2024. The decrease was primarily due to a decrease in water cost of sales recognized of $232,000, and a decrease in general and administrative expenses of $124,000 mostly related to a reduction in professional service fees.

Current report

•Farming segment revenues totaled $607,000 for the three months ended June 30, 2025, an increase of $465,000, or 327%, compared to $142,000 for the same period in 2024. The increase was primarily attributed to $425,000 in revenue from the sale of almond carryover crop during the current period. Approximately 156,000 pounds of almonds were sold during the three months ended June 30, 2025, whereas no almond sales occurred in the comparable period in 2024.

Current report

•Farming segment revenues were $2,163,000 for the first six months of 2025, an increase of $1,156,000, or 115%, from $1,007,000 during the same period in 2024. The increase was primarily attributed to $1,157,000 in almond carryover crop revenues in the current period. Approximately 727,000 pounds of almonds were sold during the six months ended June 30, 2025, whereas 381,000 almond sales occurred in the comparable period in 2024.

Current report

•Farming segment expenses were $4,045,000 for the first six months of 2025, an increase of $891,000, or 28%, from $3,154,000 compared to the same period in 2024. Increases in the current period expenses were primarily due to the higher almond carryover crop cost of sales over the comparative period associated with higher crop sales volume. Other expenses increased by $273,000 mostly related to additional depreciation, utility costs and professional services expenses.

Current report

The USDA's Objective Forecast for the 2025 California almond crop dated July 10, 2025, projects total production of 3.0 billion pounds, representing a 7% increase from the USDA's Subjective Forecast dated May 12, 2025, and a 10% increase compared to the 2024 crop of 2.73 billion pounds. We believe this projected increase in supply may place downward pressure on almond pricing during the 2025 crop year. While certain regions of California reported pollination challenges due to significant honeybee colony losses and resulting hive shortages, these issues did not materially impact the Company's pollination activities during the critical pollination period. However, adverse effects on yields in other growing regions could influence overall market dynamics. In addition, recently announced U.S. trade measures have raised the risk of retaliatory tariffs by major export partners, including the European Union, India, and China, which may negatively affect export demand and contribute to further pricing pressure.

Current report

Weather conditions can significantly affect the number of chill hours and chill portions accumulated during dormancy, both of which are critical to tree and vine development. In early 2025, California experienced an unusually warm winter, resulting in insufficient chill accumulation across major agricultural regions. Pistachio orchards were particularly impacted, and this deficiency may contribute to reduced yields. Additionally, late winter and early spring rainstorms disrupted standard field operations, including the timely application of pesticides and dormancy-breaking treatments. These weather-related delays may affect crop management schedules and overall productivity; however, the extent of the impact on 2025 production levels will not be fully known until the summer growing season progresses.

Current report

•Ranch operations revenues totaled $1,083,000 for the three months ended June 30, 2025, representing an increase of $118,000, or 12%, compared to $965,000 for the same period in 2024. The increase was primarily driven by a $101,000 rise in game management and other revenues, largely attributable to higher guided hunt revenues and increased revenue recognized from the High Desert Hunt Club.

Current report

•Ranch operations expenses were $1,335,000 for the three months ended June 30, 2025, an increase of $74,000, or 6%, from $1,261,000 for the same period in 2024. The increase was primarily attributable to higher operating expenses of $122,000, mostly related to higher repairs and maintenance costs of $77,000.

Current report

•Ranch operations expenses were $2,608,000 for the first six months of 2025, an increase of $120,000, or 5%, from $2,488,000 for the same period in 2024. This increase was primarily attributable to higher operating expenses of $128,000 mainly associated with additional repairs and maintenance expenses of $62,000 and higher property taxes of $32,000.

Current report

Total other income was $492,000 for the six months ended June 30, 2025, a decrease of $682,000, from $1,174,000 for the same period in 2024. The decrease was primarily attributable to lower investment income driven by a decrease in marketable securities balance.

Current report

•Equity in earnings was $2,555,000 for the three months ended June 30, 2025, a decrease of $214,000, from $2,769,000 during the same period in 2024. The decrease was primarily attributable to a reduction in equity in earnings recorded for the TA/Petro joint venture of approximately $285,000 driven by a 7% decline in nonfuel gross margins and a 10% increase in operating expense compared to the same period in 2024. Equity in loss from TRCC/Rock Outlet Center LLC joint venture increased by $166,000 compared to the prior period, primarily due to a decrease in contingent rental income resulting from reduced consumer traffic in the first half of 2025, relative to the same period in 2024. Equity in earnings for our TRC-MRC, LLC joint ventures increased due to higher rental rates or rental escalations, except for a decrease in TRC-MRC 4, LLC equity in earnings as a result of an insurance reimbursement in prior year which did not reoccur in 2025.

Current report

•Equity in earnings was $3,713,000 for the six months ended June 30, 2025, a decrease of $569,000, or 13%, from $4,282,000 during the same period in 2024. The decrease was primarily attributable to a reduction in equity in earnings recorded for the TA/Petro joint venture of approximately $595,000 driven by a 7.6% decline in nonfuel gross margins and a 10.9% increase in operating expense compared to the same period in 2024. Equity in loss from TRCC/Rock Outlet Center LLC joint venture increased by $235,000 compared to the prior period, due to a decrease in contingent rental income resulting from reduced consumer traffic in the first half of 2025, relative to the same period in 2024. Equity in earnings for TRC-MRC 4, LLC decreased as a result of an insurance reimbursement in prior year, and for TRC-MRC 5, LLC decreased due to higher property taxes compared with the prior year period.

Current report

During the first six months of 2024, our opera tions used $1,026,000. Our operating assets were increased by using $1,104,000 of cash, and our current liabilities were reduced by using $452,000 of cash. Partially offsetting the above-mentioned cash usages was cash distribution from unconsolidated joint ventures of $674,000.
Removed paragraphs (11)

Previous report

For the three months ended March 31, 2025, we had a net loss attributable to common stockholders of $1,464,000 compared to a net loss attributable to common stockholders of $914,000 for the three months ended March 31, 2024. The primary driver of this $550,000 increase in net loss was an increase of $1,083,000 in professional and consulting fees incurred to defend the Company and its long-term strategy from a dissident proxy campaign that required significant engagement with shareholders and external advisors. Equity in earnings from the unconsolidated joint ventures decreased by $355,000, primarily related to the decreased fuel sales volume from our TA/Petro joint venture. The above increases to net loss were partially offset by a decrease in professional service fees within the resort/residential segment of $1,175,000 compared with the prior year period.

Previous report

•Commercial/industrial real estate development segment revenues were $2,754,000 for the three months ended March 31, 2025, a decrease of $191,000, or 6%, from $2,945,000 for the three months ended March 31, 2024. The decrease was primarily attributable to a reduction in landscaping and other revenue of $95,000 due to a lower amount of landscape maintenance service provided compared to the prior year quarter, and a $64,000 decrease in TRCC management fees, as no development fee was recognized during the current quarter given the absence of commercial buildings under construction. Additionally, Pastoria Energy Facility revenues decreased by $62,000 during the period due to lower spark spread payments for the period.

Previous report

•Commercial/industrial real estate development segment expenses were $1,847,000 for the three months ended March 31, 2025, a decrease of $80,000, or 4%, from $1,927,000 for the three months ended March 31, 2024. The decrease was attributable to lower operating expenses of $92,000 and tenant recoverable expenses of $14,000, partially offset by an additional $2,000 of general and administrative expenses incurred during the quarter.

Previous report

•Mineral resources segment revenues were $2,595,000 for the three months ended March 31, 2025, representing an increase of $106,000, or 4%, compared to $2,489,000 for the three months ended March 31, 2024. The increase was primarily driven by a $105,000 increase in water sales revenue, attributed to a higher price per acre-foot, and a $78,000 increase in reimbursable and other revenues. The increases were partially offset by an $87,000 decline in cement royalties, attributed to lower production volumes during the quarter.

Previous report

•Farming segment revenues totaled $1,556,000 for the three months ended March 31, 2025, representing an increase of $691,000, or 80%, from $865,000 for the same period in 2024. The increase was primarily driven by a $732,000 increase in almond sales revenue, attributed to both higher average pricing and a greater volume of crop available for sale. During the three months ended March 31, 2025, we sold approximately 571,000 pounds of almonds, compared to 381,000 pounds in the prior period. This increase was partially offset by a decrease in hay revenue, reflecting the Company's strategic decision to scale back its hay operations during the current period.

Previous report

The USDA's Subjective Forecast for the 2025 California almond crop is scheduled to be released on May 12, 2025, and will provide the first official estimate of the upcoming harvest. In the absence of this forecast, industry sources have identified several factors that may influence 2025 almond production levels. Pollination challenges have emerged due to significant reported honeybee colony losses, with estimates indicating a shortage of hives required for adequate almond pollination. This shortfall may adversely impact crop yields for the 2025 growing season. In addition, recent announcements of new tariff measures by the U.S. government have raised concerns about potential retaliatory trade actions from key export markets, including the European Union, India, and China. These trade uncertainties could affect export demand and exert downward pressure on almond pricing for the 2025 crop year.

Previous report

Weather conditions can also impact the number of tree and vine dormant hours, which are integral to tree and vine growth. In early 2025, California farmers faced a warm winter that led to insufficient chill accumulation, particularly affecting pistachio orchards. Additionally, late winter and early spring rainstorms disrupted various farming activities, including pesticide applications. These delays may impact crop management schedules, but the full effect on production won't be clear until later in the summer.

Previous report

•Ranch operations expenses were $1,273,000 for the three months ended March 31, 2025, an increase of $46,000, or 4%, from $1,227,000 for the same period in 2024.

Previous report

•Equity in earnings was $1,158,000 for the three months ended March 31, 2025, a decrease of $355,000, from $1,513,000 during the same period in 2024. The decrease was primarily attributable to a decrease in equity in earnings recorded for the TA/Petro joint venture of $310,000 as a result of lower fuel sales volumes. We also recognized a decrease in equity in earnings from our TRC-MRC 5, LLC joint venture of $66,000 due to an increase in the property tax expenses over the comparative period. These decreases were partially offset by a $127,000 increase in earnings from our TRC-MRC 1, LLC joint venture due to higher revenue recognized from the lease with a new tenant at a higher lease rate beginning May 2024.

Previous report

During the first three months of 2024, our operations provided $777,000 primarily as a result of collection of accounts receivable, offset by increases in inventories and prepaid expenses, and our net loss from operations.
Reworded paragraphs (27)

Previous wording

Our primary business objective is to maximize long-term shareholder value through the strategic improvement and monetization of our land-based assets. A key element of our strategy is the entitlement and development of large-scale mixed-use master planned residential and commercial/industrial real estate projects that address the evolving housing and infrastructure needs of Southern and Central California. Our long-term development track record, combined with deliberate capital allocation and stakeholder engagement, positions us to unlock the full potential of these unique assets. An active example of this strategy is the TRCC master planned community, which was entitled and prevailed in litigation in 2007, the project has been under continuous development ever since.

Current wording

Our primary business objective is to maximize long-term shareholder value through the strategic improvement and monetization of our land-based assets. A key element of our strategy is the entitlement and development of large-scale mixed-use master planned residential and commercial/industrial real estate projects that address the evolving housing and infrastructure needs of Southern and Central California. Our long-term development track record, combined with deliberate capital allocation and stakeholder engagement, positions us to unlock the full potential of these unique assets. An active example of this strategy is the TRCC master planned community, which was entitled and prevailed in litigation in 2007, and has been under continuous development since, with ongoing efforts to enhance its role as a long-term driver of operating income.

Previous wording

Our future master planned communities include up to 35,278 housing units, and more than 35 million square feet of commercial space in aggregate. Two of our master planned communities have already obtained their entitlements and have successfully defended litigation. First, we have obtained entitlements on MV and prevailed in litigation in 2012, and subsequently received the first approved final map for the project consisting of 401 residential lots and parcels for hospitality, amenities, and public uses. Second, Grapevine at Tejon Ranch, or Grapevine, was reapproved unanimously by the Kern County Board of Supervisors in 2019 and prevailed in litigation in 2021. Centennial at Tejon Ranch, or Centennial, had entitlements approved in 2019 by the Los Angeles County Board of Supervisors. These approvals were litigated in two lawsuits filed in Los Angeles County Superior Court in May 2019 and we have since worked on defending and addressing the ongoing litigation, including considering all options to address the Superior Court’s January 2022 decision and the Superior Court’s March 22, 2023 final judgment. On May 26, 2023, we filed a Notice of Appeal, thereby appealing the Superior Court’s decision to the Second District of the California Court of Appeal. On June 27, 2023, CBD/CNPS cross-appealed the Superior Court’s ruling. The Court of Appeal held a hearing on April 3, 2025 for this matter, and it is anticipated that the Court of Appeal should deliver a written decision on or before July 2, 2025. During the appeals process the Superior Court’s order of the rescission of project approvals has been placed on hold. See Note 11 (Commitments and Contingencies) of the Notes to Unaudited Consolidated Financial Statements for additional information regarding the Centennial litigation.

Current wording

Centennial at Tejon Ranch, or Centennial, had entitlements approved in 2019 by the Los Angeles County Board of Supervisors. These approvals were litigated in two lawsuits filed in Los Angeles County Superior Court in May 2019 and we have since worked on defending and addressing the ongoing litigation, including considering all options to address the Superior Court’s January 2022 decision and the Superior Court’s March 22, 2023 final judgment. On May 26, 2023, we filed a Notice of Appeal, thereby appealing the Superior Court’s decision to the Second District of the California Court of Appeal. On June 27, 2023, CBD/CNPS cross-appealed the Superior Court’s ruling. The Court of Appeal held a hearing on April 3, 2025 for this matter. On June 26, 2025, the Court of Appeal issued a written decision affirming the Superior Court’s decision in full. In doing so, the Court of Appeal upheld the Superior Court determinations that the Centennial Approvals be rescinded and Centennial EIR decertified pending correction of the EIR for the issues described above.

Previous wording

At our fully operational mixed-use master planned community, TRCC, we are currently executing on value creation as we are actively engaged in construction, commercial sales, and leasing. In the second quarter of 2025, our real estate operations are expanding to include residential leasing with the launch of Terra Vista at Tejon, our multi-family project that began development in 2024. Leasing is expected to commence in May, marking a key milestone in diversifying our portfolio and enhancing long-term recurring revenue streams.

Current wording

At our fully operational mixed-use master planned community, TRCC, we are currently executing on value creation as we are actively engaged in construction, commercial sales, and leasing. In the second quarter of 2025, our real estate operations expanded to include residential leasing with the launch of Terra Vista at Tejon, our multi-family project that began development in 2024. Leasing commenced in May and welcomed its first residents, marking a key milestone in diversifying our portfolio and enhancing long-term recurring revenue streams.

Previous wording

At the heart of the commercial/industrial real estate development segment is TRCC, a 20 million square foot mixed-use development on Interstate 5 just north of the Los Angeles basin. TRCC continues to serve as a model for long-term value creation, having generated more than $110 million in cumulative cash flow from commercial and industrial development since 2000. With the upcoming launch of Terra Vista at Tejon, TRCC is now evolving into a vibrant residential and employment hub, enhancing the interconnectivity of our mixed-use master planned community strategy. Over eight million square feet of industrial, commercial and retail space has already been developed or is under development, including distribution centers for IKEA, Caterpillar, Nestlé, Famous Footwear, L'Oreal, Camping World, Sunrise Brands, Dollar General and RectorSeal. TRCC sits on both sides of Interstate 5, giving distributors immediate access to the West Coast’s principal north-south goods movement corridor.

Current wording

At the heart of the commercial/industrial real estate development segment is TRCC, a 20 million square foot mixed-use development on Interstate 5 just north of the Los Angeles basin. TRCC continues to serve as a model for long-term value creation, having generated more than $110 million in cumulative cash flow from commercial and industrial development since 2000. With the launch of Terra Vista at Tejon, TRCC is now evolving into a vibrant residential and employment hub, enhancing the interconnectivity of our mixed-use master planned community strategy. Over eight million square feet of industrial, commercial and retail space has already been developed or is under development, including distribution centers for IKEA, Caterpillar, Nestlé, Famous Footwear, L'Oreal, Camping World, Sunrise Brands, Dollar General and RectorSeal. TRCC sits on both sides of Interstate 5, giving distributors immediate access to the West Coast’s principal north-south goods movement corridor.

Previous wording

During the three months ended March 31, 2025, our critical accounting policies have not changed since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024. Please refer to that filing for a description of our critical accounting policies. Please also refer to Note 1 (Basis of Presentation) in the Notes to Unaudited Consolidated Financial Statements in this report for a discussion regarding newly adopted accounting principles.

Current wording

During the six months ended June 30, 2025, our critical accounting policies have not changed since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024. Please refer to that filing for a description of our critical accounting policies. Please also refer to Note 1 (Basis of Presentation) in the Notes to Unaudited Consolidated Financial Statements in this report for a discussion regarding newly adopted accounting principles.

Previous wording

During the quarter ended March 31, 2025, vacancy rates in the Inland Empire declined by 50 basis points to 6.3% as the construction pipeline remains relatively slow. Average asking rents continued to decline for the seventh consecutive quarter to $1.10. The San Fernando Valley and Ventura County industrial markets ended an eight-quarter streak of rising vacancy. Vacancy decreased by 30 basis points to 2.2% in San Fernando Valley and by 10 basis points to 2.1% in Ventura County, with both regions recording positive net absorption. Average asking rent experienced a slight quarter-over-quarter decline in the San Fernando Valley, dropping $0.01 to $1.53, while Ventura posted an increase to $1.24. See below for the vacancy rates and average asking rent of Inland Empire, San Fernando Valley and Ventura County.

Current wording

During the quarter ended June 30, 2025, vacancy rates in the Inland Empire climbed by 50 basis points to 6.8% as negative absorption and new supply in the second quarter 2025. Average asking rents continued to decline to $1.08. The San Fernando Valley and Ventura County industrial markets continued to experience tight conditions as demand remained positive. Vacancy held steady at 2.2% in San Fernando Valley and rose 40 basis points to 2.5% in Ventura County. Average asking rent experienced a slight quarter-over-quarter decline in the San Fernando Valley, dropping $0.06 to $1.47, while Ventura posted an increase to $1.30. See below for the vacancy rates and average asking rent of Inland Empire, San Fernando Valley and Ventura County.

Previous wording

Resort/residential real estate development segment expenses were $386,000 for the three months ended March 31, 2025, a decrease of $1,175,000 from $1,561,000 for the three months ended March 31, 2024. This decrease was primarily attributable to a decrease of $1,252,000 of professional service fees and planning cost related to capital efforts tied to our master planned communities due to a one-time retainer fee paid in the first quarter of 2024. In 2025, the retainer fee negotiated is $238,000 for the first two quarters of 2025, then reduced to $138,000 for the third and fourth quarters. The current period expenses consisted of general and administrative expenses of $352,000, professional services of $21,000 and other expenses of $13,000 for the three months ended March 31, 2025. The main components of the other expenses included travel and entertainment expenses and depreciation expenses.

Current wording

Resort/residential real estate development segment expenses were $304,000 for the three months ended June 30, 2025, a decrease of $123,000 from $427,000 for the three months ended June 30, 2024. This decrease was primarily attributable to a decrease of $104,000 of payroll-related expense. The current period expenses consisted of general and administrative expenses of $278,000, professional services of $15,000 and other expenses of $11,000 for the three months ended June 30, 2025. The prior period expenses consisted of general and administrative expenses of $394,000, professional services of $22,000, and other expenses of $11,000 for the three months ended June 30, 2024.

Previous wording

•Mineral resources segment expenses were $2,085,000 for the three months ended March 31, 2025, a decrease of $31,000, or 1%, from $2,116,000 for the three months ended March 31, 2024. The decrease was primarily associated with lower general and administrative expenses, namely professional services fees, partially offset by higher water cost of sales of $47,000 recognized during the quarter.

Current wording

•Mineral resources segment expenses were $790,000 for the three months ended June 30, 2025, a decrease of $325,000, or 29%, from $1,115,000 for the three months ended June 30, 2024. The decrease was primarily associated with a decrease in water cost of sales of $279,000.

Previous wording

In Kern County, the Company’s lands span three groundwater basins governed by the Sustainable Groundwater Management Act (SGMA): the Kern Subbasin, the White Wolf Subbasin, and the Castac Basin. Approximately 9% of the Company's Kern County land is within the Kern Subbasin and is primarily used for grazing with minimal water use. In contrast, the White Wolf Subbasin is being sustainably managed, with an approved GSP requiring only minor corrections, while the Castac Basin is a low-priority basin with no anticipated restrictions. The Company believes its diverse mix of surface water supplies, adjudicated groundwater rights, and banked water positions it well to navigate evolving regulatory frameworks and meet future water needs.

Current wording

In Kern County, the Company’s lands span three groundwater basins governed by the Sustainable Groundwater Management Act (SGMA): the Kern Subbasin, the White Wolf Subbasin, and the Castac Basin. Approximately 9% of the Company's Kern County land is within the Kern Subbasin and is primarily used for grazing with minimal water use. In contrast, the White Wolf Subbasin is being sustainably managed, with an approved GSP requiring only minor corrections, while the Castac Basin is a low-priority basin with no anticipated restrictions. The Company believes its diverse mix of surface water supplies, adjudicated groundwater rights, and banked water positions the Company well to navigate evolving regulatory frameworks and meet future water needs.

Previous wording

•Farming segment expenses were $2,548,000 for the three months ended March 31, 2025, an increase of $481,000, or 23%, from $2,067,000 during the same period in 2024. This increase was primarily due to an increase of $351,000 in almond cost of sales recognized in the period associated with higher crop sales volume. Additionally, water holding costs increased by $88,000.

Current wording

•Farming segment expenses were $1,497,000 for the three months ended June 30, 2025, an increase of $410,000, or 38%, from $1,087,000 during the same period in 2024. This increase was primarily due to an increase of $407,000 in almond cost of sales recognized in the period associated with higher crop sales volume. Additionally, water holding costs decreased by $125,000, partially offset by an increase in other expenses of $128,000 mostly due to increases in depreciation expense and utility costs.

Previous wording

•Ranch operations revenues were $1,304,000 for the three months ended March 31, 2025, an increase of $197,000, or 18%, from $1,107,000 for the same period in 2024. The increase was attributable to an increase in game management and other revenue of $166,000, mainly attributable to improved revenue of guided hunts as well as higher revenue recognized from our High Desert Hunt Club, and an increase in grazing lease revenues of $31,000 due to improved pasture levels.

Current wording

•Ranch operations revenues totaled $2,387,000 for the first six months of 2025, an increase of $315,000, or 15%, compared to $2,072,000 for the same period in 2024. The increase was primarily attributable to an increase in game management and other revenue of $267,000, primarily attributedto higher guided hunt revenues and increased revenue recognized from the High Desert Hunt Club.

Previous wording

Corporate general and administrative costs were $4,236,000 for the three months ended March 31, 2025, an increase of $1,744,000, from $2,492,000 for the same period in 2024. The increase was primarily attributable to the additional professional fees and consulting expenses incurred during the period of $1,083,000 to defend the Company and its long-term strategy from a dissident proxy campaign that required significant engagement with shareholders and external advisors. Additionally, the Company incurred an increase of $507,000 of higher compensation expenses over the comparative period due to prorated bonus earned by an outgoing executive in connection with his retirement on March 31, 2025. The main components of the 2025 corporate expenses included salaries and compensation expenses of $2,668,000 and other expenses of $1,568,000. Other expenses include professional services fees, licenses and fees, and depreciation expenses.

Current wording

Corporate general and administrative costs were $4,900,000 for the three months ended June 30, 2025, an increase of $1,543,000, from $3,357,000 for the same period in 2024. The increase was primarily attributable to the additional professional fees and consulting expenses incurred during the period of $2,316,000 to defend the Company and its long-term strategy from a dissident proxy campaign that required significant engagement with shareholders and external advisors. The main components of the 2025 corporate expenses included compensation expenses of $1,939,000 and other expenses of $2,961,000. Other expenses include proxy defense related costs, professional services fees, licenses and fees, and depreciation expenses.

Previous wording

Total other income was $270,000 for the three months ended March 31, 2025, a decrease of $345,000 from $615,000 for the same period in 2024, primarily due to lower investment income as a result of a reduction in marketable securities.

Current wording

Total other income was $222,000 for the three months ended June 30, 2025, a decrease of $337,000 from $559,000 for the same period in 2024, primarily due to lower investment income as a result of a decrease in marketable securities balance.

Previous wording

For the three months ended March 31, 2025, we had an income tax benefit of $1,272,000 compared to $942,000 for the three months ended March 31, 2024. The effective tax rates approximated 46% and 51% for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had income taxes receivable of $2,520,000. We classify interest and penalties incurred on tax payments as income tax expenses. Our effective tax rates differ from statutory rates primarily because of permanent differences related to Internal Revenue Code Section 162(m). The Internal Revenue Code Section 162(m) compensation deduction limitations occurred due to changes in tax law arising from the 2017 Tax Cuts and Jobs Act.

Current wording

For the six months ended June 30, 2025, we had an income tax benefit of $837,000 compared to $2,118,000 for the six months ended June 30, 2024. The effective tax rates approximated 21% and 102% for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had income taxes receivable of $2,435,000. We classify interest and penalties incurred on tax payments as income tax expenses.

Previous wording

Our cash, cash equivalents and marketable securities totaled approximately $32,931,000 as of March 31, 2025, a decrease of $20,777,000 from $53,708,000 as of December 31, 2024, due primarily to funding of construction on the Terra Vista at Tejon multi-family apartment community.

Current wording

Our cash, cash equivalents and marketable securities totaled approximately $20,054,000 as of June 30, 2025, a decrease of $33,654,000 from $53,708,000 as of December 31, 2024, due primarily to funding of construction on the Terra Vista at Tejon multi-family apartment community.

Previous wording

The following table shows our cash flow activities for the three months ended March 31,

Current wording

The following table shows our cash flow activities for the six months ended June 30,

Previous wording

During the first three months of 2025, our operations used $1,345,000, largely attributable to cash used to settle our current liabilities balance including liability classified stock compensation awards of $1,831,000.

Current wording

During the first six months of 2025, our operations used $1,726,000, largely attributable to cash used to settle our current liabilities balance including liability related to stock compensation awards of $1,831,000.

Previous wording

During the first three months of 2025, investing activities used $32,650,000. The increase in investing activities is primarily related to the construction of Terra Vista at Tejon, and we expect the costs to continue throughout 2025 for the first phase of this multi-family project.

Current wording

During the first six months of 2025, investing activities used $49,551,000. The increase in investing activities is primarily related to the construction of Terra Vista at Tejon, and we expect the costs to continue throughout 2025 for the first phase of this multi-family project.

Previous wording

We made capital expenditures, inclusive of capitalized interest and payroll (exclusive of stock compensation), of $17,544,000 for real estate development. At TRCC, we spent $11,586,000 of construction cost on Terra Visa at Tejon and $1,957,000 on infrastructure improvements at TRCC-East. We also spent $543,000 and $346,000 on permitting efforts for MV and Grapevine, respectively, and $775,000 on litigation defense for Centennial. Within our farming segment, we spent $2,030,000, which included cultural costs for orchards currently classified as under development and replacement of machinery and equipment. Additionally, we used $9,018,000 to acquire water assets. We had marketable securities of $15,280,000 that matured, and we reinvested $21,410,000. Lastly, we received proceeds of $142,000 from joint venture distributions.

Current wording

We made capital expenditures, inclusive of capitalized interest and payroll (exclusive of stock compensation), of $37,146,000 for real estate development. At TRCC, we spent $22,850,000 of construction cost on Terra Visa at Tejon and $5,663,000 on infrastructure improvements at TRCC-East. We also spent $1,469,000 and $1,073,000 on permitting efforts for MV and Grapevine, respectively, and $1,863,000 on litigation defense for Centennial. Within our farming segment, we spent $3,752,000, which included cultural costs for orchards currently classified as under development and replacement of machinery and equipment. Additionally, we used $9,519,000 to acquire water assets. We had marketable securities of $23,655,000 that matured, and we reinvested $26,652,000. Lastly, we received proceeds of $310,000 from joint venture distributions.

Previous wording

During the first three months of 2024, investing activities provided $3,074,000. We made capital expenditures, inclusive of capitalized interest and payroll (exclusive of stock compensation), of $8,112,000, which includes predevelopment activities for our master planned communities, $599,000 consisting of permitting efforts for MV, $353,000 consisting of permitting efforts for Grapevine, and costs related to litigation defense for Centennial of $994,000. At TRCC, we spent $2,446,000 ofconstruction cost on Terra Visa at Tejon and $1,573,000 on infrastructure improvements at TRCC-East. Within our farming segment, we spent $1,846,000, which includes cultural costs for orchards currently classified as under development and replacement of machinery and equipment. Additionally, we used $5,248,000 to acquire water assets. We had marketable securities of $46,239,000 that matured, and we reinvested $38,614,000. Lastly, we received proceeds of $5,500,000 from joint venture distributions.

Current wording

During the first six months of 2024, investing activities used $1,643,000. We made capital expenditures, inclusive of capitalized interest and payroll (exclusive of stock compensation), of $22,077,000, which included predevelopment activities for our master planned communities, $1,256,000 consisting of permitting efforts for MV, $696,000 consisting of permitting efforts for Grapevine, and costs related to litigation defense for Centennial of $2,148,000. At TRCC, we spent $6,768,000 ofconstruction cost on Terra Visa at Tejon and $6,998,000 on infrastructure improvements at TRCC-East. Within our farming segment, we spent $3,317,000, which included cultural costs for orchards currently classified as under development and replacement of machinery and equipment. Additionally, we used $5,066,000 to acquire water assets. We had marketable securities of $76,869,000 that matured, and we reinvested $60,500,000. Lastly, we received proceeds of $5,811,000 from joint venture distributions and reimbursements of $3,309,000 from a Community Facilities District.

Previous wording

Our estimated capital investment, inclusive of capitalized interest and payroll, for the remainder of 2025 is primarily related to our real estate projects. These estimated investments include approximately $18,071,000 of construction costs for the Terra Vista at Tejon multi-family project phase 1 development and $8,706,000 of infrastructure development at TRCC-East to support the continued commercial retail and industrial development, water treatment system improvements, and expansion of the wastewater treatment plant for future anticipated absorption. We also expect to invest up to $6,927,000 for land planning, litigation/appeals, federal and state agency permitting activities, and development activities at MV, Centennial, and Grapevine during the remainder of 2025.

Current wording

Our estimated capital investment, inclusive of capitalized interest and payroll, for the remainder of 2025 is primarily related to our real estate projects. These estimated investments include approximately $6,807,000 of construction costs for the Terra Vista at Tejon multi-family project phase 1 development and $5,000,000 of infrastructure development at TRCC-East to support the continued commercial retail and industrial development, water treatment system improvements, and expansion of the wastewater treatment plant for future anticipated absorption. We also expect to invest up to $4,186,000 for land planning, litigation/appeals, federal and state agency permitting activities, and development activities at MV, Centennial, and Grapevine during the remainder of 2025.

Previous wording

We capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided expenditures for the asset have been made and interest cost has been incurred. Capitalized interest for the three months ended March 31, 2025 and 2024, was $594,000 and $968,000, respectively, and is classified within real estate development. We also capitalized payroll costs related to development, pre-construction, and construction projects, which aggregated $700,000 and $547,000 for the three months ended March 31, 2025 and 2024, respectively. Expenditures for repairs and maintenance are expensed as incurred.

Current wording

We capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided expenditures for the asset have been made and interest cost has been incurred. Capitalized interest for the six months ended June 30, 2025 and 2024, was $1,961,000 and $2,009,000, respectively, and is classified within real estate development. We also capitalized payroll costs related to development, pre-construction, and construction projects, which aggregated $1,098,000 and $1,493,000 for the six months ended June 30, 2025 and 2024, respectively. Expenditures for repairs and maintenance are expensed as incurred.

Previous wording

During the first three months of 2025, financing activities provided $7,010,000, which was attributable to borrowings on the line of credit of $7,500,000 to fund construction projects and other ongoing development such as Terra Vista and TRCC infrastructure, partially offset by the tax payments on vested share grants of $490,000.

Current wording

During the first six months of 2025, financing activities provided $14,510,000, which was attributable to borrowings on the line of credit of $15,000,000 to fund construction projects and other ongoing development such as Terra Vista and TRCC infrastructure, partially offset by the tax payments on vested share grants of $490,000.

Previous wording

During the first three months of 2024, financing activities used $206,000, which was attributable to the tax payments on vested share grants.

Current wording

During the first six months of 2024, financing activities provided $3,794,000, which was attributable to borrowings on the line of credit of $4,000,000, partially offset by the tax payments on vested share grants of $206,000.

Previous wording

At March 31, 2025, total capitalization at book value was $562,280,000, consisting of $74,442,000 of debt and $487,838,000 of equity, resulting in a debt-to-total-capitalization ratio of approximately 13.2%.

Current wording

At June 30, 2025, total capitalization at book value was $568,833,000, consisting of $81,942,000 of debt and $486,891,000 of equity, resulting in a debt-to-total-capitalization ratio of approximately 14.4%.

Previous wording

We had a strong liquidity position at March 31, 2025 with $32,931,000 in cash and securities and $85,558,000 available on our RLC to meet any short-term liquidity needs. See Note 3 (Marketable Securities) and Note 7 (Line of Credit and Long-Term Debt) of the Notes to Unaudited Consolidated Financial Statements for more information.

Current wording

We had a strong liquidity position at June 30, 2025 with $20,054,000 in cash and securities and $78,058,000 available on our RLC to meet any short-term liquidity needs. See Note 3 (Marketable Securities) and Note 7 (Line of Credit and Long-Term Debt) of the Notes to Unaudited Consolidated Financial Statements for more information.

Previous wording

As of March 31, 2025, aggregate outstanding debt of unconsolidated joint ventures was $220,185,000; $20,464,000 of this debt was attributable to the loan for TRCC/Rock Outlet joint venture. This loan was 100% guaranteed at March 31, 2025. All other outstanding debt attributed to our joint ventures have met their respective debt covenants, and hence were not subject to an effective guarantee at March 31, 2025. We do not provide a guarantee on the $11,602,000 of debt related to our joint venture with TA/Petro.

Current wording

As of June 30, 2025, aggregate outstanding debt of unconsolidated joint ventures was $218,895,000; $20,384,000 of this debt was attributable to the loan for TRCC/Rock Outlet Center LLC joint venture. This loan was 100% guaranteed at June 30, 2025. All other outstanding debt attributed to our joint ventures have met their respective debt covenants, and hence were not subject to an effective guarantee at June 30, 2025. We do not provide a guarantee on the $11,412,000 of debt related to our joint venture with TA/Petro.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Our future master planned communities include up to 35,278 housing units, and more than 35 million square feet of commercial space in aggregate. Two of our master planned communities have already obtained their entitlements and have successfully defended litigation. First, we have obtained entitlements on MV and prevailed in litigation in 2012, and subsequently received the first approved final map for the project consisting of 401 residential lots and parcels for hospitality, amenities, and public uses. Second, Grapevine at Tejon Ranch, or Grapevine, was reapproved unanimously by the Kern County Board of Supervisors in 2019 and prevailed in litigation in 2021.

Current report — wording carried from elsewhere

Corporate general and administrative costs were $9,136,000 for the first six months of 2025, an increase of $3,287,000, or 56%, from $5,849,000 for the same period in 2024. The increase was primarily due to the $3,399,000 incurred for the proxy defense related cost mentioned above during the six months ended June 30, 2025. Additionally, the Company incurred an increase of $507,000 in compensation expenses over the comparative period due to a prorated bonus earned by an outgoing executive in connection with his retirement on March 31, 2025. The main components of the 2025 corporate expenses included compensation expenses of $4,607,000 and other expenses of $4,529,000. Other expenses include proxy defense related costs, professional services fees, licenses and fees, and depreciation expenses.