TEJON RANCH CO
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Notes to Unaudited Consolidated Financial Statements
- BASIS OF PRESENTATION
The summarized information of Tejon Ranch Co. and its subsidiaries (the Company, TRC or Tejon), provided pursuant to Part I, Item 1 of Form 10-Q, is unaudited and reflects all adjustments which are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim period. All such adjustments are of a normal, recurring nature. The Company has evaluated subsequent events through the date of issuance of its consolidated financial statements.
The periods ended September 30, 2026 and 2025 include the consolidation of CFL’s statements of operations within the Resort/Residential real estate development segment, statements of changes in equity, and statements of cash flows. The Company’s September 30, 2026 and December 31, 2025 balance sheets are presented on a consolidated basis, including the consolidation of CFL.
The Company has identifiedsix reportable segments: Commercial/Industrial real estate development, Multifamily, Resort/Residential real estate development, Mineral Resources, Farming, and Ranch Operations. Information for the Company’s reportable segments is presented in its Consolidated Statements of Operations. The Company’s reportable segments follow the same accounting policies used for the Company’s consolidated financial statements. The Company uses segment operating income (loss), including equity in earnings (losses) of unconsolidated joint ventures attributable to each segment, for its Commercial/Industrial real estate development, Resort/Residential real estate development, Mineral resources, Farming, and Ranch Operations segments, and net operating income ("NOI") for its Multifamily segment, as the primary measures of profitability to evaluate operating performance and to allocate capital resources.
The results of the period reported herein are not indicative of the results to be expected for the full year due to the seasonal nature of the Company’s agricultural activities, water activities, and timing of real estate sales and leasing activities. Historically, the Company’s largest percentages of farming revenues are recognized during the third and fourth quarters of the fiscal year.
For further information and a summary of significant accounting policies, refer to the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Financial Instruments
Certain financial instruments are carried on the consolidated balance sheets at cost or amortized cost basis, which approximates fair value due to their short-term and highly liquid nature. These instruments include cash and cash equivalents, restricted cash, time deposits, accounts receivable, security deposits held for customers, accounts payable, and other accrued liabilities. The fair value of the revolving line of credit also approximates its carrying value, as the interest rate is variable and approximates prevailing market interest rates for similar debt arrangements.
Restricted Cash
Restricted cash is included in Prepaid expenses and other current assets within the Consolidated Balance Sheets and primarily relates to funds held in escrow. The Company hadno restricted cash as of September 30, 2026, compared to $500,000 as of December 31, 2025.
New Accounting Pronouncements Effective in Future Periods
Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)". This ASU requires public business entities to disclose specified information about certain costs and expenses, including the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization recognized as part of oil- and gas-producing activities included in each relevant expense caption. The ASU also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU is effective for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements and related disclosures.
- EQUITY
Earnings Per Share (EPS)
Basic net income (loss) per share attributable to common stockholders is based upon the weighted-average number of shares of common stock outstanding during reporting periods. Diluted net income (loss) per share attributable to common stockholders is based upon the weighted-average number of shares of common stock outstanding and the weighted-average number of shares outstanding assuming the issuance of common stock upon exercise of stock options, warrants to purchase common stock, and the vesting of restricted stock grants per ASC Topic 260, “Earnings Per Share.”
| Three Months Ended September 30, · Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | |||||
| Weighted-average number of shares outstanding: | |||||
| Common stock | 27,020,385 | 26,890,979 | 26,987,782 | 26,874,211 | |
| Common stock equivalents1 | 51,721 | 48,881 | 76,163 | — | 1 |
| Diluted shares outstanding | 27,072,106 | 26,939,860 | 27,063,945 | 26,874,211 | |
| 1 For the nine months ended September 30, 2025, 75,335 shares of restricted stock were excluded from the calculation of diluted net loss per share as the shares were antidilutive. | |||||
- MARKETABLE SECURITIES
ASC Topic 320, “Investments – Debt and Equity Securities,” requires that an enterprise classify all debt securities as either held-to-maturity, trading or available-for-sale. The Company has elected to classify its securities as available-for-sale and therefore is required to adjust securities to fair value at each reporting date. All costs and both realized and unrealized gains and losses on securities are determined on a specific identification basis. The following is a summary of available-for-sale securities at:
| ($ in thousands) · September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Marketable Securities: | Fair ValueHierarchy | Cost | Fair Value | Cost | Fair Value |
| Certificates of deposit | |||||
| with unrealized losses for less than 12 months | $496 | $496 | $— | $— | |
| with unrecognized gains | — | — | 921 | 923 | |
| Total Certificates of deposit | Level 1 | 496 | 496 | 921 | 923 |
| U.S. Treasury and agency notes | |||||
| with unrecognized losses for less than 12 months | 5,672 | 5,631 | 1,000 | 999 | |
| with unrecognized gains | — | — | 12,731 | 12,745 | |
| Total U.S. Treasury and agency notes | Level 2 | 5,672 | 5,631 | 13,731 | 13,744 |
| Corporate notes | |||||
| with unrecognized gains | — | — | 190 | 190 | |
| Total Corporate notes | Level 2 | — | — | 190 | 190 |
| Municipal notes | |||||
| with unrecognized losses for less than 12 months | 60 | 60 | — | — | |
| with unrecognized losses | — | — | 514 | 513 | |
| Total Municipal notes | Level 2 | 60 | 60 | 514 | 513 |
| $6,228 | $6,187 | $15,356 | $15,370 | ||
The Company uses an allowance approach when recognizing credit losses for available-for-sale debt securities, measured as the difference between the security's amortized cost basis and the amount expected to be collected over the security's lifetime. Under this approach, at each reporting date, the Company records impairment related to credit losses through earnings offset with an allowance for credit losses, or ACL. At September 30, 2026, the Company has not recorded any credit losses.
As of September 30, 2026, the fair market value of investment securities had a fair market value that was $41,000 below cost, consisting of gross unrealized holding losses. For the three months ended September 30, 2026, the adjustment to accumulated other comprehensive loss reflected a decrease in market value of $9,000, before the impact of a tax benefit of $2,000. For the nine months ended September 30, 2026, the adjustment to accumulated other comprehensive loss reflected a decline in market value of $56,000 before the impact of an estimated tax benefit of $15,000.
The Company elected to exclude applicable accrued interest from both the fair value and the amortized cost basis of the available-for-sale debt securities, and separately present the accrued interest receivable balance. The accrued interest receivables balance totaled $48,000 as of September 30, 2026 and was included within the Prepaid expenses and other current assets line item of the Consolidated Balance Sheets. The Company elected not to measure an allowance for credit losses on accrued interest receivable, as an allowance on possible uncollectible accrued interest is not warranted.
U.S. Treasury and agency notes
The unrealized losses on the Company's investments in U.S. Treasury and agency notes at September 30, 2026 and December 31, 2025 were caused by relative changes in interest rates since the time of purchase and not changes in credit quality. The contractual cash flows for these securities are guaranteed by U.S. government agencies. The Company intends to hold these securities to maturity and expects to recover their entire amortized cost basis. Accordingly, no allowance for credit losses was recorded as of September 30, 2026 or December 31, 2025.
Corporate notes
As of September 30, 2026, the Company held no corporate notes. The corporate notes held as of December 31, 2025 were issued by companies with investment-grade credit ratings from Standard & Poor's.
The following tables summarize the maturities, at par, of marketable securities as of:
| September 30, 2026 | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2027 | Total |
| Certificates of deposit | $248 | $248 | $496 |
| U.S. Treasury and agency notes | 250 | 5,450 | 5,700 |
| Municipal notes | — | 60 | 60 |
| Total | $498 | $5,758 | $6,256 |
| December 31, 2025 | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2027 | Total |
| Certificates of deposit | $425 | $496 | $921 |
| U.S. Treasury and agency notes | 13,750 | — | 13,750 |
| Corporate notes | 191 | — | 191 |
| Municipal notes | 250 | 260 | 510 |
| Total | $14,616 | $756 | $15,372 |
- REAL ESTATE
Our accumulated real estate development costs by project consisted of the following:
| ($ in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Real estate development | ||
| Mountain Village | $163,610 | $161,388 |
| Centennial | 132,227 | 128,549 |
| Grapevine | 48,641 | 45,801 |
| Tejon Ranch Commerce Center | 22,375 | 20,829 |
| Real estate development | $366,853 | $356,567 |
| Real estate and improvements - held for lease | ||
| Tejon Ranch Commerce Center | ||
| - Commercial | $20,645 | $20,644 |
| - Multifamily | 66,012 | 64,170 |
| Real estate and improvements - held for lease, gross | 86,657 | 84,814 |
| Less accumulated depreciation | ||
| - Commercial | (4,917) | (4,677) |
| - Multifamily | (2,508) | (960) |
| Real estate and improvements - held for lease, net | $79,232 | $79,177 |
- LONG-TERM WATER ASSETS
Long-term water assets consist of water and water purchase contracts held for future use or sale. The water is held at cost, which includes the price paid for the water and the cost to pump and deliver the water from the California Aqueduct into a water bank. Water is currently held in a water bank on Company land in southern Kern County and by TCWD in Kern County Water Banks.
The Company has secured SWP water purchase contracts from the Tulare Lake Basin Water Storage District and the Dudley-Ridge Water District, totaling 3,444 acre-feet of SWP water annually, subject to SWP allocations. These contracts extend through 2085 and have been transferred to AVEK for the Company's use in the Antelope Valley. In 2013, the Company acquired a contract to purchase water that obligates the Company to purchase 6,693 acre-feet of water each year from the Nickel Family, LLC, or Nickel, a California limited liability company that is located in Kern County.
The initial term of the water purchase agreement with Nickel runs to 2044 and includes a Company option to extend the contract for an additional 35 years. The purchase cost of water in 2026 is $1,021 per acre-foot. The purchase cost is subject to annual cost increases based on the greater of the Consumer Price Index or 3%.
The water purchased above will ultimately be used in the development of the Company’s land for commercial/industrial real estate development, resort/residential real estate development, and farming. Interim uses may include the sale of portions of this water to third-party users on an annual basis until this water is fully allocated to Company uses, as just described.
Water revenues and cost of sales were as follows for the nine months ended ($ in thousands):
| September 30, 2026 | September 30, 2025 | |
|---|---|---|
| Acre-Feet Sold | 3,624 | 2,362 |
| Revenues | $4,165 | $3,156 |
| Cost of sales | 3,180 | 2,548 |
| Profit | $985 | $608 |
Costs assigned to water assets held for future use were as follows ($ in thousands):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Banked water and water for future delivery | $45,338 | $44,681 |
| Transferable water | 2,405 | 266 |
| Total water held for future use at cost | $47,743 | $44,947 |
Intangible Water Assets
The Company’s carrying amounts of its purchased water contracts were as follows ($ in thousands):
| September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Costs · Accumulated Depreciation · Costs · Accumulated Depreciation | |||||
| Dudley-Ridge water purchase contract * | $11,581 | $(7,600) | $11,581 | $(7,237) | |
| Nickel water purchase contract * | 18,740 | (8,299) | 18,740 | (7,817) | |
| Tulare Lake Basin water purchase contract * | 6,479 | (4,278) | 6,479 | (4,100) | |
| $36,800 | $(20,177) | $36,800 | $(19,154) | ||
| Net cost of purchased water contracts | 16,623 | 17,646 | |||
| Total cost of water held for future use | 47,743 | 44,947 | |||
| Net investments in water assets | $64,366 | $62,593 | |||
| *All water purchase contracts were acquired from third parties. | |||||
Water contracts with WRMWSD and TCWD are also in place, but were entered into with each district at inception of the contract and not purchased later from third parties, and do not have a related financial value on the books of the Company. Therefore, there is no amortization expense related to these contracts. Total water resources, including both recurring and one-time usage are:
| (in acre-feet, unaudited) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Water held for future use | ||
| TCWD - Banked water owned by the Company | 64,884 | 65,199 |
| Company water bank | 54,728 | 54,728 |
| Transferable water | 2,887 | 265 |
| Recharged water | 6,797 | 6,797 |
| Total water held for future use | 129,296 | 126,989 |
| Purchased water contracts | ||
| Water Contracts (Dudley-Ridge, Nickel and Tulare) | 10,137 | 10,137 |
| WRMWSD - Contracts with the Company | 15,547 | 15,547 |
| TCWD - Contracts with the Company | 5,749 | 5,749 |
| Total purchased water contracts | 31,433 | 31,433 |
| Total water held for future use and purchased water contracts | 160,729 | 158,422 |
- ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES
Accrued liabilities and other current liabilities consisted of the following:
| ($ in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Accrued vacation | $563 | $543 |
| Accrued paid personal leave | 160 | 153 |
| Accrued bonus | 1,846 | 1,060 |
| Property tax payable1 | 1,571 | — |
| Other | 495 | 432 |
| $4,635 | $2,188 | |
| 1 California property taxes are accrued throughout the year and are paid every April and December. | ||
- LINE OF CREDIT AND LONG-TERM DEBT
Debt consisted of revolving line of credit balance of $94,442,000 as of September 30, 2026, and $93,942,000 as of December 31, 2025.
On November 17, 2023, the Company entered into a Credit Agreement with AgWest Farm Credit, PCA and certain other lenders. The Revolving Credit Facility provides TRC a RCL in the amount of $160,000,000. The RCL requires interest only payments and has a maturity date of January 1, 2029. As of September 30, 2026, the outstanding balance under the RCL was $94,442,000, and the interest rate was one-month term SOFR plus a margin of 2.25% for an effective rate of 5.95% before patronage. The Company received patronage credit from the participating lenders of 116 basis points in 2026 and 2025.
- OTHER LIABILITIES
Other liabilities consisted of the following:
| ($ in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Supplemental executive retirement plan liability (See Note 12) | $5,556 | $5,743 |
| Excess joint venture distributions and other (See Note 14) | 10,395 | 9,954 |
| Total | $15,951 | $15,697 |
- STOCK COMPENSATION - RESTRICTED STOCK AND PERFORMANCE SHARE GRANTS
The Company's stock incentive plans provide for the making of awards to employees based upon a service condition or through the achievement of performance-related objectives. The Company has issued three types of stock grant awards under these plans: restricted stock that vests based upon a service condition; performance share grants that vest based upon the achievement of a market condition (Market Condition Grants); and performance share grants that include threshold, target, and maximum achievement levels based upon the achievement of specific performance measures (Performance Milestone Grants). Market Condition Grants consist of awards that vest based upon the Company's total shareholder return relative to a designated peer group (rTSR Grants) and awards that vest upon the achievement of a target share price (Price Vesting Unit Awards). The grant date fair value of Market Condition Grants is determined using a Monte Carlo simulation. Failure to achieve the market condition results in the forfeiture of the shares. Forfeiture of awards with service conditions or performance conditions results in a reversal of previously recognized share-based compensation expense, while forfeiture of awards with market conditions does not.
The following is a summary of the Company’s stock grant activity, both time and performance unit grants, assuming target achievement for outstanding performance grants for the nine months ended September 30, 2026:
| September 30, 2026 | |
|---|---|
| Stock grants outstanding beginning of period at target achievement | 364,798 |
| New stock grants/additional shares | 158,199 |
| Vested grants | (135,643) |
| Expired/forfeited grants | (74,802) |
| Stock grants outstanding end of period at target achievement | 312,552 |
As of September 30, 2026, stock grants outstanding at target achievement consisted of 138,861 shares of restricted stock that vest based upon a service condition and 173,691 performance share grants (Market Condition Grants and Performance Milestone Grants). The following summarizes the shares issuable under outstanding performance share grants at each achievement level:
| Performance Share Grants | |
|---|---|
| Threshold performance | 6,523 |
| Target performance | 173,691 |
| Maximum performance | 259,674 |
Price Vesting Units Awards
The following is a summary of the assumptions used to determine the grant date fair value of the Company's Price Vesting Units Awards outstanding as of September 30, 2026:
| ($ in thousands except for share prices) | |||||
|---|---|---|---|---|---|
| Grant date | 12/16/2023 | 03/13/2024 | 12/11/2024 | 03/06/2025 | 06/20/2025 |
| Vesting end | 12/31/2026 | 03/22/2027 | 12/10/2027 | 03/06/2028 | 06/20/2028 |
| Target share price to achieve award | $19.65 | $18.93 | $18.59 | $18.56 | $19.01 |
| Expected volatility | 25.91% | 25.56% | 26.90% | 27.04% | 26.82% |
| Risk-free interest rate | 4.02% | 4.31% | 4.01% | 3.9% | 3.8% |
| Simulated Monte Carlo share price | $19.74 | $18.36 | $18.55 | $13.54 | $18.53 |
| Shares granted | 4,828 | 15,225 | 2,315 | 13,046 | 18,351 |
| Total fair value of award | $95 | $280 | $43 | $177 | $340 |
Relative Total Shareholder Return Awards
The following rTSR awards were outstanding as of the nine months ended September 30, 2026. The Company granted performance stock unit awards for which vesting is contingent upon the Company's total shareholder return ("TSR") relative to the constituents of the S&P 600 SmallCap Real Estate Index over a performance period ending December 29, 2028 (the "rTSR awards"). Because the number of shares that ultimately vest depends on the Company's stock price performance relative to a peer group, the rTSR awards contain a market condition as defined in ASC Topic 718, Compensation — Stock Compensation.
The payout of the rTSR awards ranges from 0% to 150% of the target number of units based on the Company's relative TSR percentile ranking against the peer group:0% for performance below the 25th percentile,50% (threshold) at the 25th percentile,100% (target) at the 50th percentile, and 150% (maximum) at or above the 75th percentile, with straight-line interpolation between levels. If the Company's absolute TSR over the performance period is negative, the payout is capped at 100% of target.
The grant-date fair value of the rTSR awards was estimated using a Monte Carlo simulation, which incorporates the correlated stock-price movements of the Company and each peer company. The following rTSR awards were outstanding as of September 30, 2026:
| ($ in thousands except for share prices) | |||
|---|---|---|---|
| Grant date | 12/09/2025 | 03/17/2026 | 04/21/2026 |
| Vesting end | 12/29/2028 | 12/29/2028 | 12/29/2028 |
| Expected volatility | 25.90% | 25.90% | 25.90% |
| Risk-free interest rate | 3.56% | 3.61% | 3.73% |
| Simulated Fair Value Per Share | $17.04 | $19.87 | $20.12 |
| Shares granted | 9,569 | 43,266 | 637 |
| Total fair value of award | $163 | $860 | $13 |
The unamortized cost associated with unvested stock grants and the weighted average period over which it is expected to be recognized as of September 30, 2026 were $3,010,000 and 22 months, respectively.
The following table summarizes stock compensation costs for the Company's 2023 Stock Incentive Plan, 1998 Stock Incentive Plan, and the prior Non-Employee Director Stock Incentive Plan for the following periods:
| ($ in thousands) | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Employee · 2026 · 2025 | ||||
| Expensed | $581 | 1 | $519 | 2 |
| Capitalized | 56 | 1 | 475 | |
| 637 | 994 | |||
| Director | 662 | 638 | ||
| Total stock compensation costs | $1,299 | $1,632 | ||
| 1 Stock compensation costs during the nine months ended September 30, 2026 include a reversal of $741,000 of previously recorded amounts due to a change in estimate. | ||||
| 2 A $642,800 forfeiture in July 2025, reduced 2025 stock compensation expense, affecting the year-over-year comparison. | ||||
- INCOME TAXES
The Company’s provision for income taxes has been calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items). For the nine months ended September 30, 2026, the Company’s income tax expense was $2,339,000 compared to an income tax benefit of $1,809,000 for the nine months ended September 30, 2025. Effective tax rates were 28% and 55% forthe nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company had income tax payable of $847,000. The Company classifies interest and penalties incurred on tax payments as income tax expense.
For the nine months ended September 30, 2026, the Company’s effective tax rate differed from the statutory tax rates primarily due to permanent differences related to limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m), state taxes and mineral depletion.
- COMMITMENTS AND CONTINGENCIES
Water Contracts
The Company's water contracts are secured by the Company's land and require minimum annual payments. During the nine months ended September 30, 2026, the Company made payments totaling $12,894,000 under its WRMWSD, TCWD and Nickel water contracts, as summarized below. Each contract serves a different operational or strategic purpose, and the related payments may be expensed, capitalized to crop costs or recorded as investments in long-term water assets depending on the nature and intended use of the water.
Water Contract Payments
Nine Months Ended September 30, 2026, ($ in thousands)
| Water Contract | Primary Purpose | Amount |
|---|---|---|
| WRMWSD | Supplies water to the Company's farming operations and planned residential development at Grapevine North. | $4,391 |
| TCWD | Supports commercial development at TRCC, the Company's farming operations, and planned residential development at Mountain Village. | 1,100 |
| Nickel | Supports third-party water sales and future Grapevine residential development. | 7,403 |
| Total | $12,894 |
The WRMWSD and TCWD contracts run through 2085, and the Nickel water contract runs through 2044, with an option to extend an additional 35 years. The Company's contractual obligation for future water payments was $1,516,432,000 as of September 30, 2026.
Contracts
The Company terminated a consulting arrangement in 2014 related to the Grapevine at Tejon Ranch development (Grapevine) and remains obligated to pay an incentive fee upon obtaining certain regulatory approvals (Regulatory Approvals). The fee is based on the increase in the property’s fair market value over a base value, to be determined at the time Regulatory Approvals are obtained, with an additional fee measured from the property’s fair market value five years thereafter. The final amount will be determined at those future valuation dates, and, at this time, the fees cannot be reasonably estimated.
Community Facilities Districts
TRPFFA is a joint powers authority formed by Kern County and TCWD to finance public infrastructure within the Company’s Kern County developments. For the development of TRCC, TRPFFA has createdtwo CFDs: the West CFD and the East CFD. The West CFD has placed liens on 420 acres of the Company’s land to secure payment of special taxes related to $19,540,000 of outstanding bond debt sold by TRPFFA for TRCC-West. The East CFD has placed liens on 1,931 acres of the Company’s land to secure payments of special taxes related to $95,660,000 of outstanding bond debt sold by TRPFFA for TRCC-East. At TRCC-West, the West CFD hasno additional bond debt approved for issuance. At TRCC-East, the East CFD has approximately $18,605,000 of additional bond debt authorized by TRPFFA that can be sold in the future.
As a landowner in each CFD, the Company is obligated to pay its share of the special taxes assessed each year. The secured lands include both the TRCC-West and TRCC-East developments. Proceeds from the sale of West CFD bonds went to reimburse the Company for public infrastructure costs related to the TRCC-West development. As of September 30, 2026, there wereno additional improvement funds remaining from the West CFD bonds. On July 25, 2024, TRPFFA sold bonds that provide approximately $25,000,000 of improvement funds for the reimbursement of public infrastructure costs at TRCC-East. As of September 30, 2026, there are $10,440,000 of additional improvement funds remaining within the East CFD bonds for reimbursement of public infrastructure costs during future years. During fiscal year 2026, the Company expects to pay approximately $3,867,000 in special taxes. As development continues to occur at TRCC, new owners of land and new lease tenants, through triple net leases, will bear an increasing portion of the assessed special tax. This amount could change in the future, based on the amount of bonds outstanding and the amount of taxes paid by others. The assessment of each individual property sold or leased is not determinable at this time, because it is based on the current tax rate and assessed value of the property at the time of sale or on its assessed value at the time it is leased to a third-party. Accordingly, the Company was not required to recognize an obligation on September 30, 2026.
Centennial
As previously disclosed and summarized in our annual report on Form 10-K, the Company considers the CBD/CNPS Action (as defined in prior disclosures) resolved. There have been no material developments during the three months ended September 30, 2026, that would change that conclusion.
Proceedings Incidental to Business
From time to time, the Company is involved in other proceedings incidental to its business, including actions relating to employee claims, real estate disputes, contractor disputes and grievance hearings before labor regulatory agencies.
The outcome of these other proceedings is not predictable. However, based on current circumstances, the Company believes that the ultimate resolution of these other proceedings will not have a material adverse effect on the Company’s financial position, results of operations or cash flows, either individually or in the aggregate.
- RETIREMENT PLANS
The Company sponsors a defined benefit retirement plan, or Benefit Plan, that covers eligible employees hired prior to February 1, 2007. The benefits are based on years of service and the employee’sfive-year final average salary. Contributions are intended to provide for benefits attributable to service both to date and expected to be provided in the future. The Company funds the plan in accordance with the Employee Retirement Income Security Act of 1974 (ERISA). In April 2017, the Company froze the Benefit Plan as it relates to future benefit accruals for participants. The Company does not expect to make contributions to the Benefit Plan in 2026.
The Benefit Plan’s current investment policy has an investment strategy in which the primary focus is to minimize the volatility
of the funding ratio. This objective will result in a prescribed asset mix between "return seeking" assets (e.g., stocks) and a bond
portfolio (e.g., long duration bonds) according to a pre-determined customized investment strategy based on the Plan's Funded
Status as the primary input. This path will be used as a reference point as to the mix of assets, which by design will deemphasize the return seeking portion as funded status improves. At both September 30, 2026 and December 31, 2025, the investment mixes were approximately at 99% debt and 1%money market funds. The weighted-average discount rate used in determining the periodic pension cost is 5.35% in 2026 and 5.35% in 2025. The expected long-term rate of return on plan assets is 5.00% for both fiscal 2026 and 2025. The long-term rate of return on Benefit Plan assets is based on the historical returns within the plan and expectations for future returns.
Total pension and retirement expense for the Benefit Plan was as follows:
| Nine Months Ended September 30, | ||
|---|---|---|
| ($ in thousands) | 2026 | 2025 |
| (Cost)/earnings components: | ||
| Interest cost | $(333) | $(333) |
| Expected return on plan assets | 315 | 315 |
| Net amortization and deferral | (48) | (42) |
| Total net periodic pension cost | $(66) | $(60) |
The Company has a Supplemental Executive Retirement Plan, or SERP, to restore to executives designated by the Compensation Committee of the Board of Directors the full benefits under the pension plan that would otherwise be restricted by certain limitations now imposed under the Internal Revenue Code. In April 2017, the Company froze the SERP plan as it relates to the accrual of additional benefits.
The pension and retirement expense for the SERP was as follows:
| Nine Months Ended September 30, | ||
|---|---|---|
| ($ in thousands) | 2026 | 2025 |
| Cost components: | ||
| Interest cost | $(201) | $(219) |
| Net amortization and other | (45) | (33) |
| Total net periodic pension cost | $(246) | $(252) |
- REPORTING SEGMENTS AND RELATED INFORMATION
The Company currently operatessix reporting segments: Commercial/Industrial real estate development, Multifamily, Resort/Residential real estate development, Mineral resources, Farming, and Ranch operations. Beginning in the second quarter of 2025, the Company commenced multifamily leasing operations as buildings within the Terra Vista development were completed and placed into service. The final building of Phase 1 was delivered in October 2025. Multifamily is presented as a separate reportable segment due to the significance of its operations and the manner in which management evaluates its performance. Prior years Multifamily segment activity has been recast, where applicable.
The financial results of these segments are utilized by the chief operating decision maker ("CODM"), who is our Chief Executive Officer, for evaluating segment performance and allocating resources. For the Commercial/Industrial real estate development, Resort/Residential real estate development, Mineral resources, Farming, and Ranch Operations segments, the CODM evaluates performance primarily based on segment operating income (loss), which begins with operating income (loss) as determined under GAAP and includes equity in earnings (losses) of unconsolidated joint ventures attributable to each segment. Segment operating income (loss) excludes investment income, other income (loss), corporate expenses, and income taxes.
For the Multifamily segment, the CODM evaluates performance primarily based on net operating income ("NOI"), which excludes depreciation and amortization. The CODM uses NOI because it reflects the operating performance of the Multifamily leasing operations before non-cash depreciation and amortization associated with the Company's rental properties. NOI is used in evaluating segment performance, preparing budgets and forecasts, and allocating resources within the Multifamily segment.
The CODM also reviews capital expenditures by segment, which represent cash expenditures for additions to long-lived assets, consistent with the information regularly provided to and reviewed by the CODM for purposes of evaluating resource allocation decisions.
Certain prior-year amounts have been reclassified to conform to the significant expense categories in which the CODM receives the information. Specifically, certain costs previously included within General and administrative expenses have been reclassified to Operating costs within the segment expense presentation, and depreciation expense, which was previously included within Other expense, is now presented separately. These reclassifications had no impact on total operating expenses, operating income, net income, or earnings per share as previously reported.
The following tables present segment revenues and segment operating income (loss) for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Revenues | ||||
| Real estate - Commercial/Industrial | 3,244 | $2,943 | 15,669 | $10,789 |
| Multifamily | 924 | 181 | 2,477 | 196 |
| Mineral resources | 3,963 | 3,172 | 9,285 | 7,277 |
| Farming | 12,628 | 4,335 | 14,273 | 6,498 |
| Ranch operations | 1,853 | 1,338 | 4,670 | 3,725 |
| Segment revenues | 22,612 | 11,969 | 46,374 | 28,485 |
| Segment Operating Income (loss) | ||||
| Real estate - commercial/industrial | 4,049 | 4,000 | 12,974 | 10,688 |
| Multifamily | 213 | (187) | 746 | (544) |
| Real estate - Resort/Residential | (427) | (318) | (1,146) | (1,008) |
| Mineral resources | 1,655 | 1,051 | 3,599 | 2,281 |
| Farming | 1,444 | (1,027) | (186) | (2,909) |
| Ranch operations | 529 | 162 | 840 | (59) |
| Segment operating income | 7,463 | 3,681 | 16,827 | 8,449 |
| Reconciling items: | ||||
| Investment income | 97 | 177 | 350 | 749 |
| Depreciation and amortization - Multifamily | (516) | (282) | (1,548) | (422) |
| Other loss, net | (67) | (9) | (241) | (89) |
| Corporate expenses | (2,242) | (2,868) | (6,967) | (12,004) |
| Income (loss) before income taxes | $4,735 | $699 | $8,421 | $(3,317) |
Real Estate - Commercial/Industrial
The Real Estate Commercial/Industrial segment revenues consist of land and building leases to tenants at the Company's commercial retail and industrial developments, base and percentage rents from the PEF power plant lease, communication tower rents, land sales, and payments from easement leases.
The following table summarizes revenues, expenses and operating income from this segment for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Commercial/industrial revenues | $3,244 | $2,943 | $15,669 | $10,789 |
| Equity in earnings of unconsolidated joint ventures | 2,332 | 2,555 | 6,722 | 6,268 |
| Commercial/industrial revenues and equity in earnings of unconsolidated joint ventures | 5,576 | 5,498 | 22,391 | 17,057 |
| Cost of sales of land | $— | — | $4,854 | 1,773 |
| Operating expenses | 649 | 702 | 1,952 | 1,835 |
| Selling, general and administrative expenses | 783 | 690 | 2,316 | 2,443 |
| Depreciation and amortization | 95 | 106 | 295 | 318 |
| Commercial/industrial expenses | 1,527 | 1,498 | 9,417 | 6,369 |
| Operating income from commercial/industrial and unconsolidated joint ventures | $4,049 | $4,000 | $12,974 | $10,688 |
Multifamily
The Multifamily segment generates rents from the tenants living in the Terra Vista community. Construction of the Terra Vista development occurred in phases during 2024 and 2025, and leasing operations commenced as individual buildings were completed and placed into service. The final building was delivered in October 2025. The property is currently in the initial lease-up phase. For the three and nine months ended September 30, 2026, the segment generated positive net operating income as lease-up progressed. Operating losses in the comparable 2025 periods primarily reflect start-up costs, as leasing operations had only recently commenced.
The following table summarizes the components of net operating income (loss) from this segment for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Multifamily revenues | $924 | $181 | $2,477 | $196 |
| Operating expenses | 502 | 216 | 1,169 | 326 |
| Selling, general and administrative expenses | 209 | 152 | 562 | 414 |
| Net operating income (loss) | $213 | $(187) | $746 | $(544) |
Real Estate - Resort/Residential Development
The Resort/Residential Real Estate Development segment is actively involved in pursuing land entitlement, capitalization and development processes both internally and through joint ventures. The segment incurs costs and expenses related to land management activities on land held for future development, but currently generates no revenue.
The following table summarizes revenues, expenses and operating losses from this segment for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Resort/Residential | ||||
| Operating expenses | 284 | 194 | 711 | 485 |
| Selling, general and administrative expenses | 138 | 116 | 417 | 495 |
| Depreciation and amortization | 5 | 8 | 18 | 28 |
| Total Resort/Residential expenses | $427 | $318 | $1,146 | $1,008 |
| Operating loss from Resort/Residential | $(427) | $(318) | $(1,146) | $(1,008) |
Mineral Resources
The Mineral Resources segment revenues include water sales and oil and mineral royalties from exploration and development companies that extract or mine natural resources from the Company's land. The following table summarizes revenues, expenses and operating income from this segment for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Mineral resources revenues | $3,963 | $3,172 | $9,285 | $7,277 |
| Cost of sales of water | 1,439 | 1,366 | 3,180 | 2,548 |
| Operating expenses | 372 | 264 | 1,009 | 841 |
| Selling, general and administrative expenses | 154 | 147 | 466 | 576 |
| Depreciation and amortization | 343 | 344 | 1,031 | 1,031 |
| Mineral resources expenses | 2,308 | 2,121 | 5,686 | 4,996 |
| Operating income from mineral resources | $1,655 | $1,051 | $3,599 | $2,281 |
Farming
The Farming segment revenues include the sale of almonds, pistachios, wine grapes, and hay. The following table summarizes revenues, expenses and operating losses from this segment for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Farming revenues | $12,628 | $4,335 | $14,273 | $6,498 |
| Cost of sales | 9,561 | 3,819 | 10,351 | 5,567 |
| Selling, general and administrative expenses | 506 | 119 | 634 | 221 |
| Depreciation and amortization | 983 | 768 | 1,569 | 1,447 |
| Direct farming expenses | 11,050 | 4,706 | 12,554 | 7,235 |
| Operating income (loss) from farming before fixed water obligations | 1,578 | (371) | 1,719 | (737) |
| Fixed water obligations | 134 | 656 | 1,905 | 2,172 |
| Operating income (loss) from farming | $1,444 | $(1,027) | $(186) | $(2,909) |
Ranch Operations
The Ranch Operations segment consists of game management revenues and ancillary land uses, such as grazing leases and on-location filming. The following table summarizes revenues, expenses and operating income (loss) from this segment for the periods ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Ranch operations revenues | $1,853 | $1,338 | $4,670 | $3,725 |
| Operating expenses | 1,059 | 976 | 3,160 | 3,110 |
| Selling, general and administrative expenses | 174 | 106 | 402 | 387 |
| Depreciation and amortization | 91 | 94 | 268 | 287 |
| Ranch operations expenses | 1,324 | 1,176 | 3,830 | 3,784 |
| Operating income (loss) from ranch operations | $529 | $162 | $840 | $(59) |
Information pertaining to identifiable assets of the Company’s reporting segments is as follows for the periods ended:
| Identifiable Assets ($ in thousands) | September 30, 2026 | December 31, 2025 |
|---|---|---|
| Real estate - commercial/industrial | $80,658 | $64,681 |
| Multifamily | 63,676 | 63,695 |
| Real estate - Resort/Residential | 349,635 | 341,433 |
| Mineral resources | 65,484 | 62,236 |
| Farming | 66,907 | 58,545 |
| Ranch operations | 2,588 | 2,172 |
| Corporate | 18,390 | 37,707 |
| Total | $647,338 | $630,469 |
Identifiable assets by segment include both assets directly identified with those operations and an allocable share of jointly used assets. Corporate assets consist primarily of cash and cash equivalents, marketable securities, deferred income taxes, and land and buildings. Land is valued at cost for acquisitions since 1936. Land acquired in 1936, upon organization of the Company, is stated on the basis carried by the Company’s predecessor.
Information pertaining to depreciation and amortization of the Company’s reporting segments is as follows for the periods ended:
| Depreciation and Amortization | Three Months Ended September 30, | Nine Months Ended September 30, | ||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Real estate - Commercial/Industrial | $95 | $106 | $295 | 318 |
| Multifamily | 516 | 282 | 1,548 | 422 |
| Real estate - Resort/Residential | 5 | 8 | 18 | 28 |
| Mineral resources | 343 | 344 | 1,031 | 1,031 |
| Farming | 983 | 768 | 1,569 | 1,447 |
| Ranch operations | 91 | 94 | 268 | 287 |
| Corporate | 95 | 88 | 263 | 267 |
| Total | $2,128 | $1,690 | $4,992 | $3,800 |
Information pertaining to capital expenditures of the Company’s reporting segments is as follows for the periods ended:
| Capital Expenditures | Three Months Ended September 30, | Nine Months Ended September 30, | ||
|---|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 |
| Real estate - Commercial/Industrial | $2,871 | $3,041 | $6,607 | $8,704 |
| Multifamily | — | 5,059 | 32 | 27,909 |
| Real estate - Resort/Residential | 3,146 | 2,795 | 8,496 | 7,200 |
| Mineral resources | — | — | — | 56 |
| Farming | 1,086 | 981 | 4,252 | 4,733 |
| Ranch operations | 89 | 36 | 243 | 192 |
| Corporate | 17 | 335 | 17 | 599 |
| Total | $7,209 | $12,247 | $19,647 | $49,393 |
- INVESTMENT IN UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES
The Company maintains investments in joint ventures. The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting, unless the venture is a variable interest entity, or VIE, and meets the requirements for consolidation. The Company’s investment in its unconsolidated joint ventures as of September 30, 2026 was $42,941,000. The equity in the income of unconsolidated joint ventures was $6,722,000 for the nine months ended September 30, 2026. The unconsolidated joint ventures have not been consolidated as of September 30, 2026, because the Company does not control the investments. The Company’s current joint ventures are as follows:
Petro Travel Plaza Holdings, LLC – TA/Petro is an unconsolidated joint venture with TravelCenters of America Inc. for the development and management of travel plazas and convenience stores. The Company has 50% voting rights and shares 60% of profit and losses in this joint venture. It houses multiple commercial eating establishments, as well as diesel and gasoline operations in TRCC. The Company does not control the investment due to it having only 50% voting rights, and because the partner in the joint venture is the managing partner and performs all of the day-to-day operations and has significant decision-making authority regarding key business components, such as fuel inventory and pricing at the facility. The Company's investment in this joint venture was $24,062,000 as of September 30, 2026.
Majestic Realty Co. – Majestic Realty Co., or Majestic, is a privately-held developer and owner of master planned business parks across the United States. The Company partnered with Majestic to form five active 50/50 joint ventures to acquire, develop, manage, and operate industrial real estate at TRCC. The partners have equal voting rights and equally share in the profit and loss of each joint venture. All outstanding debt attributed to our joint ventures with Majestic have met their respective debt covenants, and hence were not subject to an effective guarantee at September 30, 2026. For those investments in a deficit position, in accordance with the applicable accounting guidance, the Company reclassified excess distributions to Other Liabilities within the Consolidated Balance Sheets. The Company expects to continue to record equity in earnings as a debit to the investment account and if it were to become positive, the Company would reclassify the liability to an asset. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), the Company will immediately recognize the liability as income.
On March 29, 2022, TRC-MRC 5, LLC was formed to pursue the development, construction, lease-up, and management of an approximately 446,400 square foot industrial building located within TRCC-East. The construction of the building was completed in the fourth quarter of 2023, and the joint venture has leased 100% of the rentable space. The joint venture refinanced the construction loan in February 2024 with a promissory note. The note matures on February 3, 2035, and had an outstanding balance of $51,428,000 as of September 30, 2026. Since its inception, the Company has received excess distributions resulting in a deficit balance in its investment of $2,134,000.
On March 25, 2021, TRC-MRC 4, LLC was formed to pursue the development, construction, lease-up, and management of a 629,274 square foot industrial building located within TRCC-East. The construction of the building was completed in the fourth quarter of 2022, and the joint venture has leased 100% of the rentable space. The joint venture refinanced its construction loan in March 2023 with a promissory note. The note matures on March 1, 2033, and had an outstanding balance of $59,225,000 as of September 30, 2026. Since its inception, the Company has received excess distributions resulting in a deficit balance in its investment of $6,842,000.
In November 2018, TRC-MRC 3, LLC was formed to pursue the development, construction, leasing, and management of a 579,040 square foot industrial building located within TRCC-East. TRC-MRC 3, LLC qualified as a VIE from inception, but the Company is not the primary beneficiary therefore it does not consolidate TRC-MRC 3, LLC in its financial statements. The construction of the building was completed in 2019, and the joint venture has leased 100% of the rentable space totwo tenants. In March 2019, the joint venture entered into a promissory note with a financial institution to finance the construction of the building. The note matures on May 1, 2030 and had an outstanding principal balance of $31,040,000 as of September 30, 2026. The Company's investment in this joint venture was $445,000 as of September 30, 2026.
In August 2016, the Company partnered with Majestic to form TRC-MRC 2, LLC to acquire, lease, and maintain a fully occupied warehouse at TRCC-West. The partnership acquired the 651,909 square foot building for $24,773,000, and was largely financed through a promissory note. The promissory note was refinanced on June 1, 2018 with a $25,240,000 promissory note. The note matures on July 3, 2028 and had an outstanding principal balance of $19,919,000 as of September 30, 2026. The building was 100% leased as of September 30, 2026. During 2026, the Company received excess distributions resulting in a deficit balance in its investment of $169,000.
In September 2016, TRC-MRC 1, LLC was formed to develop and operate an approximately 480,480 square foot industrial building at TRCC-East. The joint venture completed construction in 2017. The joint venture refinanced its construction loan in December 2018 with a mortgage loan. The original balance of the mortgage loan was $25,030,000, of which $20,210,000 was outstanding as of September 30, 2026. Since inception of the joint venture, the Company has received excess distributions resulting in a deficit balance in its investment of $1,251,000.
TRC-DP1, LLC - This joint venture was formed on October 4, 2024 with Dedeaux Properties to develop, manage, and operate a 510,385 square foot industrial building at TRCC-East on land contributed by the Company to the joint venture. On April 28, 2026, the Company contributed approximately 24.57 acres of land to TRC-DP1, LLC at a fair value of $9,632,423, in addition to $220,000 of other capitalized development costs. The Company recognized revenues of $6,854,000 and deferred profit of $2,999,000 after applying the five-step revenue recognition model in accordance with ASC Topic 606 — Revenue From Contracts With Customers and ASC Topic 323, Investments — Equity Method and Joint Ventures.
Substantially all project assets and liabilities are held by TRC-DP 1 Owner, LLC, a wholly owned subsidiary of TRC-DP1, LLC. On April 28, 2026, TRC-DP 1 Owner, LLC entered into a construction loan agreement with Fifth Third Bank, N.A. providing for a loan of up to $38,800,000 to fund development of the project. The loan bears interest at Term SOFR plus 2.50% and matures on April 28, 2029, subject totwo one-year extension options. The note outstanding balance as of September 30, 2026 was $11,882,000. The Company, through Tejon Ranchcorp, has jointly provided customary completion and payment guarantees with Dedeaux Properties, LLC. We expect to receive a certificate of occupancy in the first quarter of 2027. The Company's investment in this joint venture was $9,961,000 as of September 30, 2026. The Company holds a 50% voting interest in TRC-DP1, LLC and participates in its governance through an executive committee with equal representation from each member. Substantially all significant operating and financial decisions require the approval of both members. Dedeaux Properties serves as the administrative member and is responsible for the day-to-day management and operations of TRC-DP1, LLC. The Company is entitled to 60% of TRC-DP1, LLC’s profits and losses.
TRCC/Rock Outlet Center LLC – This joint venture was formed in 2013 with Rockefeller Group Development Corporation, or Rockefeller to develop, own, and manage a net leasable 326,000 square foot outlet center on land at TRCC-East. At September 30, 2026, the Company’s equity investment balance in this joint venture was $8,473,000. The Company controls 50% of the voting interests of TRCC/Rock Outlet Center LLC; thus, it does not control the joint venture by voting interest alone. The Company is the named managing member. The managing member’s responsibilities relate to the routine day-to-day activities of TRCC/Rock Outlet Center LLC. However, all operating decisions during the development period and ongoing operations, including the setting and monitoring of the budget, leasing, marketing, financing, and selection of the contractor for any construction, are jointly made by both members of the joint venture. The Company concluded that both members have significant participating rights that are sufficient to overcome the presumption of the Company controlling the joint venture through it being named the managing member. Therefore, the investment in TRCC/Rock Outlet Center LLC is being accounted for under the equity method. On January 22, 2026, the TRCC/Rock Outlet Center LLC joint venture extended the maturity date of its term note with a financial institution from December 31, 2025 to December 30, 2028. As of September 30, 2026, the outstanding balance of the term note was $19,833,000. The Company and Rockefeller guarantee the performance of the debt.
Centennial Founders, LLC – CFL is a joint venture with TRI Pointe Homes to pursue the entitlement and development of land that the Company owns in Los Angeles County. As of September 30, 2026, the Company owned 93.97% of CFL.
The Company’s investment balance in each of its unconsolidated joint ventures differs from its capital accounts in the respective joint ventures. The variance represents the difference between the cost basis of assets contributed by the Company and the agreed upon fair value of those assets.
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| Joint Venture · TRC | ||||||
| ($ in thousands) · Revenues · Earnings (Loss) · Equity in Earnings (Loss) | ||||||
| Petro Travel Plaza Holdings, LLC | $45,598 | $36,820 | $2,586 | $3,221 | $1,552 | $1,933 |
| TRCC/Rock Outlet Center LLC1 | 1,735 | 1,698 | (524) | (647) | (262) | $(323) |
| TRC-MRC 1, LLC | 1,288 | 1,289 | 501 | 434 | 251 | $217 |
| TRC-MRC 2, LLC | 1,766 | 1,737 | 1,028 | 975 | 514 | $488 |
| TRC-MRC 3, LLC | 1,112 | 1,103 | 252 | 177 | 126 | $89 |
| TRC-MRC 4, LLC | 1,922 | 1,915 | 208 | 176 | 104 | 88 |
| TRC-MRC 5, LLC | 1,589 | 1,733 | 94 | 129 | 47 | 63 |
| Total | $55,010 | $46,295 | $4,145 | $4,465 | $2,332 | $2,555 |
| Centennial Founders, LLC | $— | $20 | $(23) | $16 | Consolidated | |
| 1 Revenues for TRCC/Rock Outlet Center LLC are presented net of non-cash tenant allowance amortization of $0.2 million and $0.3 million for the three months ended September 30, 2026 and September 30, 2025, respectively. NOTE: The TRC-DP1 joint venture has no operations, the industrial building is currently under construction. | ||||||
The condensed statements of operations for the nine months ended September 30, 2026 and 2025 and condensed balance sheet information of the Company’s unconsolidated joint ventures as of September 30, 2026 and December 31, 2025 are as follows:
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| Joint Venture · TRC | ||||||
| ($ in thousands) · Revenues · Earnings (Loss) · Equity in Earnings (Loss) | ||||||
| Petro Travel Plaza Holdings, LLC | $121,853 | $105,718 | $6,963 | $7,594 | $4,178 | $4,557 |
| TRCC/Rock Outlet Center LLC1 | 5,492 | 4,889 | (1,345) | (2,383) | (672) | (1,191) |
| TRC-MRC 1, LLC | 3,862 | 3,865 | 1,484 | 1,359 | 742 | 680 |
| TRC-MRC 2, LLC | 5,349 | 5,332 | 3,144 | 3,020 | 1,572 | 1,510 |
| TRC-MRC 3, LLC | 3,341 | 3,329 | 761 | 666 | 381 | 333 |
| TRC-MRC 4, LLC | 5,767 | 5,768 | 624 | 530 | 312 | 265 |
| TRC-MRC 5, LLC | 4,921 | 5,165 | 419 | 230 | 209 | 114 |
| Total | $150,585 | $134,066 | $12,050 | $11,016 | $6,722 | $6,268 |
| Centennial Founders, LLC | $— | $20 | $(60) | $(38) | Consolidated | |
| 1 Revenues for TRCC/Rock Outlet Center LLC are presented net of non-cash tenant allowance amortization of $0.5 million and $0.5 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. | ||||||
| September 30, 2026 · December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Joint Venture · TRC · Joint Venture · TRC | ||||||||
| ($ in thousands) | Assets | Debt | Equity (Deficit) | Equity | Assets | Debt | Equity (Deficit) | Equity |
| Petro Travel Plaza Holdings, LLC | $79,595 | $(10,458) | $60,493 | $24,062 | $70,763 | $(11,030) | $53,530 | $19,884 |
| TRCC/Rock Outlet Center LLC | 53,452 | (19,833) | 32,580 | 8,473 | 54,881 | (20,039) | 33,940 | 9,146 |
| TRC-MRC 1, LLC | 22,752 | (20,210) | 1,896 | — | 23,510 | (20,763) | 2,112 | — |
| TRC-MRC 2, LLC | 20,373 | (19,919) | 225 | — | 21,759 | (20,496) | 380 | 234 |
| TRC-MRC 3, LLC | 33,663 | (31,040) | 3,231 | 445 | 33,503 | (31,777) | 1,450 | 98 |
| TRC-MRC 4, LLC | 46,804 | (59,225) | (9,816) | — | 47,004 | (59,960) | (13,709) | — |
| TRC-MRC 5, LLC | 47,625 | (51,428) | 203 | — | 48,510 | (52,027) | (2,488) | — |
| TRC-DP1, LLC | 33,523 | (11,882) | 16,613 | 9,961 | 1,281 | (33) | 1,248 | 624 |
| Total | $337,787 | $(223,995) | $105,425 | $42,941 | $301,211 | $(216,125) | $76,463 | $29,986 |
| Centennial Founders, LLC | $111,097 | $— | $110,497 | *** | $109,287 | $— | $108,906 | *** |
| *** Centennial Founders, LLC, is consolidated within the Company's financial statements. | ||||||||
- RELATED PARTY TRANSACTIONS
TCWD is a not-for-profit governmental entity, organized on December 28, 1965, pursuant to Division 13 of the Water Code, State of California. TCWD is a landowner voting district, which requires an elector, or voter, to be an owner of land located within the district. TCWD was organized to provide the water needs for future municipal and industrial development. The Company is the largest landowner and taxpayer within TCWD. The Company has a water purchase service contract with TCWD that entitles it to receive all of TCWD’s State Water Project contract water and TCWD holds the Company's banked water in the Kern Water Bank. TCWD is also entitled to make assessments of all taxpayers within the district, to the extent funds are required to cover expenses and to charge water users within the district for the use of water. From time to time, the Company transacts with TCWD in the ordinary course of business. The Company's Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Robert Velasquez, was appointed the treasurer of TCWD in February 2025.
The Company has water contracts with WRMWSD for SWP water deliveries to its agricultural and municipal/industrial operations in the San Joaquin Valley. The terms of these contracts extend to 2085. Under the contracts, the Company is entitled to annual water for 5,487 acres of land, or 15,547 acre-feet of water, subject to SWP allocations. The Company's former Executive Vice President and Chief Operating Officer, Allen Lyda, is one ofnine directors at WRMWSD. Mr. Lyda retired from the Company on March 1, 2025, hence, he is no longer an affiliate of the Company. During the nine months ended September 30, 2025, the Company paid $5,121,000 for these water contracts and related costs.
In 2024 the Company entered into a consulting services agreement with Mr. Bielli, former Chief Executive Officer and current
member of the Board of Directors of the Company, for the provision of strategic counsel to the Board and the current CEO
upon Mr. Bielli’s retirement from his CEO position. The consulting agreement was for a term ofone year, commencing April 1,
2025 and ended March 31, 2026. Compensation for Mr. Bielli’s consulting services was $85,000 per month. Mr. Bielli was also
reimbursed for normal and customary expenses incurred in connection with providing the services.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.