TRC 8-K
Tejon Ranch Co (TRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On August 6, 2026, the Tejon Ranch Co. (the “Company”) issued a press release announcing its second quarter 2026 financial results (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including the exhibit attached as Exhibit 99.1 hereto) is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act (including the exhibit attached as Exhibit 99.1 hereto).
| Item 9.01 | Financial Statements and Exhibits. |
For the exhibits that are furnished herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
| 99.1 | Press Release dated August 6, 2026 announcing the Company’s second quarter 2026 financial results | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 6, 2026 | TEJON RANCH CO. | |||||
| By: | /S/ MICHAEL R.W. HOUSTON | |||||
| Name: | Michael R.W. Houston | |||||
| Title: | Senior Vice President, General Counsel & Secretary | |||||
Exhibit 99.1
TEJON RANCH CO. ANNOUNCES SECOND QUARTER 2026
FINANCIAL RESULTS
TEJON RANCH, California—August 6, 2026 - Tejon Ranch Co. (NYSE:TRC), (“Tejon” or the “Company”), a diversified real estate, land and agribusiness company, today announced financial results for the second quarter ended June 30, 2026.
Second Quarter 2026 Financial Highlights
| • | Net income attributable to common stockholders increased by $4.3 million to $2.6 million ($0.10/ share basic and diluted), compared to a loss of $1.7 million, ($0.06/share) in the second quarter of 2025. |
| • | Revenues and other income, including equity in earnings of unconsolidated joint ventures increased by $6.3 million to $17.4 million, compared to $11.1 million, in the second quarter of 2025, while overall results also benefited from disciplined cost management, with year-to-date corporate expenses of $4.7 million compared to $9.1 million in the prior-year period. The prior-year period included $3.4 million of non-recurring corporate expenses. |
| • | Adjusted EBITDA, a non-GAAP measure, increased by $2.7 million to $8.4 million compared to $5.7 million in the second quarter of 2025. |
Executive Summary
“Last year we committed to a clear strategy of cost discipline and capital efficiency, and this quarter’s improved performance reflects a company executing its plan,” said Matthew Walker, President and Chief Executive Officer of Tejon Ranch Company. “Compared to the prior year, we’ve cut corporate expenses and grown Adjusted EBITDA approximately 47%. Revenue benefited from the Dedeaux land sale, a transaction that also launches a new industrial joint venture at Tejon Ranch Commerce Center in which we hold a 60% economic interest, while our multifamily, mineral resources, and ranch operations segments all grew.”
“Terra Vista continues to stabilize, with leasing now surpassing 80%, and our TRCC industrial portfolio remains fully leased. The discipline we’ve imposed and momentum we’re seeing position the Company to accelerate, as our investments mature and new opportunities emerge across the Ranch.”
Commercial/Industrial Real Estate Update
| • | Segment revenues increased $4.6 million to $9.7 million, compared to $5.1 million in the second quarter of 2025, driven primarily by the $6.9 million land sale associated with the Dedeaux Properties joint venture. |
| • | Leasing and occupancy as of June 30, 2026: |
| • | The TRCC industrial portfolio, through the Company’s joint venture partnerships, consists of 2.8 million square feet of GLA and remains 100% leased. |
1
| • | The TRCC commercial portfolio, wholly owned and through joint venture partnerships, consists of approximately 584,000 square feet of GLA and is 95% leased. |
| • | Occupancy at the Outlets at Tejon was 92% as of June 30, 2026. |
| • | Construction commenced on Building 1B at TRCC through the Company’s 60-40 joint venture with Dedeaux Properties. Upon its completion in early 2027, this asset will add approximately 510,500 square feet of Class-A capacity to our industrial portfolio. |
| • | Management continues to see elevated activity at TRCC tied to the lease-up of Terra Vista and the opening of the Hard Rock Casino Tejon, with outlet traffic increasing approximately 25%, year over year, and outlet sales per square foot rising 11%, as the positive trends that emerged at the end of 2025 extended into the second quarter. Similar trends are evident in fuel sales at the Company’s travel centers which are a joint venture with TravelCenters of America Inc. |
Farming Highlights
| • | Farming segment revenues were $0.8 million, compared to $0.6 million in the second quarter of 2025. |
| • | For the first six months of 2026, farming revenues were $1.6 million, compared to $2.2 million in the prior-year period. |
| • | The year-over-year decline reflects lower carryover crop available for sale in the first half of 2026, as the Company strategically accelerated sales of carryover inventory during the fourth quarter of 2025 to capitalize on stronger-than-anticipated pricing. |
| • | The Company planted 150 acres of olives in 2025 and an additional 150 acres in 2026 as part of its ongoing crop diversification strategy. |
Mineral Resources Highlights
| • | Mineral resources segment revenues increased 20% to $1.8 million, compared to $1.5 million in the second quarter of 2025, with segment operating profit increasing 25% to $0.9 million. |
| • | For the first six months of 2026, segment revenues increased 30% to $5.3 million, driven primarily by opportunistic water sales executed in the first quarter. |
| • | Underlying royalty streams across rock and aggregate, cement, and oil and gas continued to contribute stable cash flow during the quarter. |
Liquidity and Capital Resources
As of June 30, 2026, total capital, including debt, was $588.9 million. The Company had total liquidity of approximately $79.2 million, consisting of cash and securities totaling approximately $15.1 million and $64.1 million available on its line of credit.
2
2026 Outlook:
The Tejon Ranch Commerce Center remains the Company’s primary mixed-use development platform, with the new industrial Building 1B on track for an early 2027 delivery. The Company expects to continue to pursue commercial and industrial development both directly and through joint ventures, including opportunistic land sales. The Company continues to advance its proposed residential communities. Across the Ranch, the Company’s recurring revenue streams continue to perform, and management remains focused on leveraging the full breadth of its landholdings to drive value.
Net income will fluctuate with the timing of land sales, leasing activity, and commodity prices. In farming, winter conditions generally provided adequate chill accumulation for the Company’s almond and pistachio orchards. Significant rainfall during the February bloom created less favorable pollination conditions, although the impact on crop yields is not expected to be known until harvest. California’s spot water market is impacted by a higher State Water Project allocation this year, however the Company continues to look for opportunities to execute water sales when market conditions are favorable.
Earnings Conference Call Information
The Company will host a conference call to discuss its second quarter 2026 financial results:
| • | Date: Thursday, August 6, 2026 |
| • | Time: 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time |
| • | Dial-In: (877) 704-4453 (U.S.) or +1 (201) 389-0920 (International) |
| • | Conference Call Playback: (844) 512-2921 (U.S.) or +1 (412) 317-6671 (International) Passcode: 13759630 |
The full playback can be accessed through Thursday, September 3, 2026.
About Tejon Ranch Co.
Tejon Ranch Co. (NYSE: TRC) is a California-based company whose 270,000-acre landholding in Los Angeles and Kern Counties supports a diversified portfolio of real estate and land-based businesses. Strategically located 60 miles north of downtown Los Angeles at its southern boundary and to an area approximately 15 miles southeast of Bakersfield at its northern boundary, the Company’s operations include the development and operations of commercial and industrial real estate, master planned communities, as well as farming, grazing and game management. Tejon Ranch Co. also generates revenue through ground leases, royalty agreements, and rights-of-way easements supporting infrastructure, energy, telecommunications and utility uses. For more information, please visit www.tejonranch.com.
Forward Looking Statements:
This release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking statements. These statements include, among others, statements regarding the Company’s business plans, strategies, prospects, objectives, future operating results, financial condition, capital allocation, cost structure, development and entitlement timelines, partnerships, and other future events or circumstances.
3
Forward-looking statements reflect the Company’s current expectations and beliefs and are not guarantees of future performance. These statements speak only as of the date of this release. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “may,” “will,” “could,” “should,” “would,” “likely,” and similar expressions are intended to identify forward-looking statements.
These statements are based on current assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others, market, economic, geopolitical, and weather conditions; the availability and cost of financing; competition; commodity prices and agricultural yields; the ability to obtain and maintain governmental entitlements and permits; the timing and outcome of regulatory and litigation matters; demand for commercial, industrial, residential, and retail real estate; and other risks inherent in the Company’s real estate and agricultural operations.
There can be no assurance that actual results will not differ materially from these forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements. Investors are cautioned not to place undue reliance on these statements. For additional information regarding risks and uncertainties, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings with the U.S. Securities and Exchange Commission.
(Financial tables follow)
4
TEJON RANCH CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except per share amounts)
| June 30, 2026 (unaudited) |
December 31, 2025 |
|||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 3,870 | $ | 9,524 | ||||
| Marketable securities - available-for-sale |
11,187 | 15,370 | ||||||
| Accounts receivable |
2,638 | 9,389 | ||||||
| Inventories |
9,391 | 3,347 | ||||||
| Prepaid expenses and other current assets |
4,629 | 1,632 | ||||||
|
|
|
|
|
|||||
| Total current assets |
31,715 | 39,262 | ||||||
| Real estate and improvements - held for lease, net |
78,247 | 79,177 | ||||||
| Real estate development (includes $130,824 at June 30, 2026 and $128,549 at |
||||||||
| December 31, 2025, attributable to CFL) |
360,470 | 356,567 | ||||||
| Property and equipment, net |
60,372 | 59,311 | ||||||
| Investments in unconsolidated joint ventures |
39,267 | 29,986 | ||||||
| Net investment in water assets |
66,790 | 62,593 | ||||||
| Other assets |
2,677 | 3,573 | ||||||
|
|
|
|
|
|||||
| TOTAL ASSETS |
$ | 639,538 | $ | 630,469 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND EQUITY |
||||||||
| Current Liabilities: |
||||||||
| Trade accounts payable |
$ | 5,648 | $ | 5,240 | ||||
| Accrued liabilities and other |
2,335 | 2,188 | ||||||
| Deferred income |
2,878 | 2,062 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
10,861 | 9,490 | ||||||
| Revolving line of credit |
95,942 | 93,942 | ||||||
| Long-term deferred gains |
13,934 | 10,935 | ||||||
| Deferred tax liability |
9,834 | 9,849 | ||||||
| Other liabilities |
16,054 | 15,697 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
146,625 | 139,913 | ||||||
| Commitments and contingencies |
||||||||
| Equity: |
||||||||
| Tejon Ranch Co. stockholders’ equity |
||||||||
| Common stock, $0.50 par value per share: |
||||||||
| Authorized shares - 50,000,000 |
||||||||
| Issued and outstanding shares - 27,004,897 at June 30, 2026 and 26,916,837 at December 31, 2025 |
13,504 | 13,460 | ||||||
| Additional paid-in capital |
349,805 | 350,242 | ||||||
| Accumulated other comprehensive loss |
(211 | ) | (177 | ) | ||||
| Retained earnings |
114,459 | 111,673 | ||||||
|
|
|
|
|
|||||
| Total Tejon Ranch Co. stockholders’ equity |
477,557 | 475,198 | ||||||
| Non-controlling interest |
15,356 | 15,358 | ||||||
|
|
|
|
|
|||||
| Total equity |
492,913 | 490,556 | ||||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES AND EQUITY |
$ | 639,538 | $ | 630,469 | ||||
|
|
|
|
|
|||||
5
TEJON RANCH CO. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: |
||||||||||||||||
| Real estate - commercial/industrial |
$ | 9,663 | $ | 5,092 | $ | 12,425 | $ | 7,846 | ||||||||
| Multifamily |
857 | 15 | 1,553 | 15 | ||||||||||||
| Mineral resources |
1,789 | 1,510 | 5,322 | 4,105 | ||||||||||||
| Farming |
750 | 607 | 1,645 | 2,163 | ||||||||||||
| Ranch operations |
1,200 | 1,083 | 2,817 | 2,387 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
14,259 | 8,307 | 23,762 | 16,516 | ||||||||||||
| Costs and expenses: |
||||||||||||||||
| Real estate - commercial/industrial |
6,212 | 3,215 | 7,890 | 4,871 | ||||||||||||
| Multifamily |
1,028 | 321 | 2,052 | 512 | ||||||||||||
| Real estate - resort/residential |
363 | 304 | 719 | 690 | ||||||||||||
| Mineral resources |
890 | 790 | 3,378 | 2,875 | ||||||||||||
| Farming |
1,286 | 1,497 | 3,275 | 4,045 | ||||||||||||
| Ranch operations |
1,293 | 1,335 | 2,506 | 2,608 | ||||||||||||
| Corporate expenses |
2,839 | 4,900 | 4,725 | 9,136 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total costs and expenses |
13,911 | 12,362 | 24,545 | 24,737 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income (loss) |
348 | (4,055 | ) | (783 | ) | (8,221 | ) | |||||||||
| Other income: |
||||||||||||||||
| Investment income |
111 | 226 | 253 | 572 | ||||||||||||
| Other loss, net |
(82 | ) | (4 | ) | (174 | ) | (80 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income, net |
29 | 222 | 79 | 492 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income (loss) before equity in earnings of unconsolidated joint ventures and income tax expense (benefit) |
377 | (3,833 | ) | (704 | ) | (7,729 | ) | |||||||||
| Equity in earnings of unconsolidated joint ventures, net |
3,100 | 2,555 | 4,390 | 3,713 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income (loss) before income tax expense (benefit) |
3,477 | (1,278 | ) | 3,686 | (4,016 | ) | ||||||||||
| Income tax expense (benefit) |
843 | 435 | 902 | (837 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) |
2,634 | (1,713 | ) | 2,784 | (3,179 | ) | ||||||||||
| Net loss attributable to non-controlling interest |
(1 | ) | (1 | ) | (2 | ) | (3 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) attributable to common stockholders |
$ | 2,635 | $ | (1,712 | ) | $ | 2,786 | $ | (3,176 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) per share attributable to common stockholders, basic |
$ | 0.10 | $ | (0.06 | ) | $ | 0.10 | $ | (0.12 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) per share attributable to common stockholders, diluted |
$ | 0.10 | $ | (0.06 | ) | $ | 0.10 | $ | (0.12 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
Tejon Ranch Co. provides Adjusted EBITDA, a non-GAAP financial measure, because it offers additional information for monitoring the Company’s cash flow performance. A table providing a reconciliation of Adjusted EBITDA to its most comparable GAAP measure, as well as an explanation of, and important disclosures about, this non-GAAP measure, is included in the tables at the end of this press release.
6
Non-GAAP Financial Measures
This press release includes references to the Company’s non-GAAP financial measures “EBITDA”, and Adjusted EBITDA. EBITDA represents the Company’s share of consolidated net income in accordance with U.S. generally accepted accounting principles (“GAAP”), before interest, taxes, depreciation, and amortization, plus the allocable portion of EBITDA of unconsolidated joint ventures accounted for under the equity method of accounting based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. EBITDA is a non-GAAP financial measure and is used by the Company and others as a supplemental measure of performance. Tejon Ranch also uses Adjusted EBITDA to assess the performance of the Company’s core operations, for financial and operational decision making, and as a supplemental or additional means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as EBITDA, excluding stock compensation expense and certain identified non-recurring items that are not indicative of our on-going operations or that may obscure our underlying results and trends. The Company believes EBITDA and Adjusted EBITDA provide investors relevant and useful information, when reconciled to their most comparable GAAP financial measure, because they permit investors to view income from operations on an unlevered basis before the effects of taxes, depreciation and amortization, and stock compensation expense. By excluding interest expense and income, EBITDA and Adjusted EBITDA allow investors to measure the Company’s performance independent of its capital structure and indebtedness and, therefore, allow for a more meaningful comparison of the Company’s performance to that of other companies, both in the real estate industry and in other industries. The Company believes that excluding charges related to share-based compensation facilitates a comparison of its operations across periods and among other companies without the variances caused by different valuation methodologies, the volatility of the expense (which depends on market forces outside the Company’s control), and the assumptions and the variety of award types that a company can use. In addition, the Company excludes certain items impacting comparability, such as shareholder activism advisory costs and legal expenses associated with the Centennial litigation, to provide investors with a clearer understanding of the Company’s core operating performance across periods. EBITDA and Adjusted EBITDA have limitations as measures of the Company’s performance. EBITDA and Adjusted EBITDA do not reflect Tejon Ranch’s historical cash expenditures or future cash requirements for capital expenditures or contractual commitments. While EBITDA and Adjusted EBITDA are relevant and widely used measures of performance, they do not represent net income or cash flows from operations as defined by GAAP, and they should not be considered as alternatives to those indicators in evaluating performance or liquidity. Further, the Company’s computation of EBITDA and Adjusted EBITDA may not be comparable to similar measures reported by other companies.
Adjusted Farming EBITDA before fixed water obligations is not a measure of financial performance prepared in accordance with GAAP and should not be considered in isolation or as a substitute for net income, operating income, or other performance measures prepared in accordance with GAAP. The Company defines Adjusted Farming EBITDA before fixed water obligations as net income (loss) before interest, taxes, depreciation, and amortization, further adjusted to exclude non-recurring items such as gains or losses on asset sales, impairments, share-based compensation, and other non-cash charges, and before deducting the Company’s fixed water obligations. Management uses this measure to evaluate the core operating performance of its farming operations and to facilitate period-to-period comparisons by isolating the impact of variable farming costs from the fixed water infrastructure costs. The Company believes this measure provides investors with additional insight into the underlying cash flow potential of its agricultural operations. A reconciliation of Adjusted Farming EBITDA before fixed water obligations to the most directly comparable GAAP measure, Operating loss from farming, is provided below.
7
TEJON RANCH CO.
Non-GAAP Financial Measures
(Unaudited)
| Three Months Ended June 30, | ||||||||
| ($ in thousands) | 2026 | 2025 | ||||||
| Net (loss) income |
$ | 2,634 | $ | (1,713 | ) | |||
| Net loss attributable to non-controlling interest |
(1 | ) | (1 | ) | ||||
| Interest, net |
||||||||
| Consolidated |
(111 | ) | (226 | ) | ||||
| Our share of interest expense from unconsolidated joint ventures |
1,430 | 1,473 | ||||||
|
|
|
|
|
|||||
| Total interest, net |
1,319 | 1,247 | ||||||
| Income tax expense |
843 | 435 | ||||||
| Depreciation and amortization: |
||||||||
| Consolidated |
1,391 | 1,095 | ||||||
| Our share of depreciation and amortization from unconsolidated joint ventures |
1,668 | 1,738 | ||||||
|
|
|
|
|
|||||
| Total depreciation and amortization |
3,059 | 2,833 | ||||||
|
|
|
|
|
|||||
| EBITDA |
7,856 | 2,803 | ||||||
| Stock compensation expense |
530 | 624 | ||||||
| Items impacting comparability: |
||||||||
| Shareholder activism expense |
— | 2,316 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 8,386 | $ | 5,743 | ||||
|
|
|
|
|
|||||
| Six Months Ended June 30, | TTM* Ended June 30, | |||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) |
$ | 2,784 | $ | (3,179 | ) | $ | 6,034 | $ | (533 | ) | ||||||
| Net loss attributable to non-controlling interest |
(2 | ) | (3 | ) | (3 | ) | (4 | ) | ||||||||
| Interest, net |
||||||||||||||||
| Consolidated |
(253 | ) | (572 | ) | (595 | ) | (1,530 | ) | ||||||||
| Our share of interest expense from unconsolidated joint ventures |
2,827 | 2,934 | 5,686 | 6,005 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total interest, net |
2,574 | 2,362 | 5,091 | 4,475 | ||||||||||||
| Income tax provision (benefit) |
902 | (837 | ) | 2,827 | 2,257 | |||||||||||
| Depreciation and amortization: |
||||||||||||||||
| Consolidated |
2,864 | 2,110 | 6,768 | 5,074 | ||||||||||||
| Our share of depreciation and amortization from unconsolidated joint ventures |
3,334 | 3,432 | 6,892 | 6,891 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total depreciation and amortization |
6,198 | 5,542 | 13,660 | 11,965 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
12,460 | 3,891 | 27,615 | 18,168 | ||||||||||||
| Stock compensation expense |
712 | 1,290 | 1,133 | 3,118 | ||||||||||||
| Items impacting comparability: |
||||||||||||||||
| Shareholder activism expense |
— | 3,399 | — | 3,399 | ||||||||||||
| Centennial litigation expense |
— | — | 1,100 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
$ | 13,172 | $ | 8,580 | $ | 29,848 | $ | 24,685 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | Trailing Twelve Month (TTM) |
8
Reconciliation of Net Income to Adjusted TTM EBITDA
| TTM EBITDA Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Commercial Real Estate |
Multifamily | Farming | Mineral Resources |
Ranch Operations |
Residential Real Estate |
Corporate | Tejon PRS of UJV |
Grand Total | |||||||||||||||||||||||||||
| Net income (loss) |
$ | 8,562 | (1,547 | ) | $ | 140 | $ | 3,543 | $ | 750 | $ | (2,306 | ) | $ | (12,147 | ) | $ | 9,039 | $ | 6,034 | ||||||||||||||||
| Net income attributed to non-controlling interest |
— | — | — | — | — | — | — | (3 | ) | (3 | ) | |||||||||||||||||||||||||
| Interest, net |
||||||||||||||||||||||||||||||||||||
| Consolidated interest income |
— | — | — | — | — | — | (595 | ) | — | (595 | ) | |||||||||||||||||||||||||
| Our share of interest expense from unconsolidated joint ventures |
— | — | — | — | — | — | — | 5,686 | 5,686 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total interest, net |
— | — | — | — | — | — | (595 | ) | 5,686 | 5,091 | ||||||||||||||||||||||||||
| Income tax expense |
— | — | — | — | — | — | 2,827 | — | 2,827 | |||||||||||||||||||||||||||
| Depreciation and amortization |
||||||||||||||||||||||||||||||||||||
| Consolidated |
482 | 1,853 | 2,320 | 1,376 | 362 | 29 | 346 | — | 6,768 | |||||||||||||||||||||||||||
| Our share of depreciation and amortization from unconsolidated joint ventures |
— | — | — | — | — | — | — | 6,892 | 6,892 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total depreciation and amortization |
482 | 1,853 | 2,320 | 1,376 | 362 | 29 | 346 | 6,892 | 13,660 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| EBITDA |
9,044 | 306 | 2,460 | 4,919 | 1,112 | (2,277 | ) | (9,569 | ) | 21,620 | 27,615 | |||||||||||||||||||||||||
| Stock compensation expense |
61 | — | 30 | 9 | 9 | 195 | 829 | — | 1,133 | |||||||||||||||||||||||||||
| Items impacting comparability: |
— | |||||||||||||||||||||||||||||||||||
| Other 1 |
— | — | — | — | — | — | 1,100 | — | 1,100 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted EBITDA |
$ | 9,105 | $ | 306 | $ | 2,490 | $ | 4,928 | $ | 1,121 | $ | (2,082 | ) | $ | (7,640 | ) | $ | 21,620 | $ | 29,848 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 1 | Represents legal expenses associated with the Centennial litigation attributable to opposing counsel. |
Quarterly information is not indicative of full year results due to seasonality.
9
| TTM EBITDA Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||
| ($ in thousands) |
Commercial Real Estate |
Multifamily | Farming | Mineral Resources |
Ranch Operations |
Residential Real Estate |
Corporate | Tejon PRS of UJV |
Grand Total | |||||||||||||||||||||||||||
| Net income (loss) |
$ | 5,849 | (307 | ) | $ | (3,361 | ) | $ | 3,102 | $ | 526 | $ | (1,317 | ) | $ | (15,337 | ) | $ | 10,312 | $ | (533 | ) | ||||||||||||||
| Net income attributed to non-controlling interest |
— | — | — | — | — | — | — | (4 | ) | (4 | ) | |||||||||||||||||||||||||
| Interest, net |
||||||||||||||||||||||||||||||||||||
| Consolidated interest income |
— | — | — | — | — | — | (1,530 | ) | — | (1,530 | ) | |||||||||||||||||||||||||
| Our share of interest expense from unconsolidated joint |
— | — | — | — | — | — | — | 6,005 | 6,005 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total interest, net |
— | — | — | — | — | — | (1,530 | ) | 6,005 | 4,475 | ||||||||||||||||||||||||||
| Income tax expense |
— | — | — | — | — | — | 2,257 | — | 2,257 | |||||||||||||||||||||||||||
| Depreciation and amortization |
||||||||||||||||||||||||||||||||||||
| Consolidated |
421 | 140 | 2,358 | 1,375 | 387 | 42 | 351 | — | 5,074 | |||||||||||||||||||||||||||
| Our share of depreciation and amortization from unconsolidated joint ventures |
— | — | — | — | — | — | — | 6,891 | 6,891 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total depreciation and amortization |
421 | 140 | 2,358 | 1,375 | 387 | 42 | 351 | 6,891 | 11,965 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| EBITDA |
6,270 | (167 | ) | (1,003 | ) | 4,477 | 913 | (1,275 | ) | (14,259 | ) | 23,212 | 18,168 | |||||||||||||||||||||||
| Stock compensation expense |
116 | — | 148 | 51 | 10 | 461 | 2,332 | — | 3,118 | |||||||||||||||||||||||||||
| Items impacting comparability: |
||||||||||||||||||||||||||||||||||||
| Other 1 |
— | — | — | — | — | — | 3,399 | — | 3,399 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted EBITDA |
$ | 6,386 | $ | (167 | ) | $ | (855 | ) | $ | 4,528 | $ | 923 | $ | (814 | ) | $ | (8,528 | ) | $ | 23,212 | $ | 24,685 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 1 | Represents shareholder activism expense |
Quarterly information is not indicative of full year results due to seasonality.
10
Reconciliation of Adjusted Farming EBITDA before Fixed Water Obligations
(Unaudited)
The Company evaluates the performance of its farming operations using Adjusted Farming EBITDA before fixed water obligations, a non-GAAP financial measure. Management believes this measure provides a meaningful representation of the underlying profitability and cash flow potential of its agricultural operations by excluding both non-operating items and the fixed water obligation, which represents a non-controllable infrastructure cost incurred regardless of the level of farming activity in this segment.
The fixed water obligations reflect the Company’s allocated share of infrastructure and financing costs associated with the transmission and delivery of water to the Company’s property. These obligations primarily consist of annual assessments levied to repay bonds issued by the State of California to finance the construction and on-going maintenance of the state water project system and local water districts water systems. The landowners who hold water rights, including the Company, are responsible for repaying these bonds through fixed annual payments.
Unlike variable water costs which are included in farming expenses, management views the fixed water obligation as an infrastructure cost that supports long-term access to water resources, rather than an essential operating cost of farming. Accordingly, Adjusted Farming EBITDA before fixed water obligations allows management and investors to evaluate the operating performance of the Company’s farming segment independent of the fixed costs associated with water infrastructure.
| ($ in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Farming Segment |
||||||||||||||||
| Farming revenues |
$ | 750 | $ | 607 | $ | 1,645 | $ | 2,163 | ||||||||
| Farming expenses |
1,286 | 1,497 | 3,275 | 4,045 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating loss from farming |
(536 | ) | (890 | ) | (1,630 | ) | (1,882 | ) | ||||||||
| Depreciation |
257 | 312 | 586 | 680 | ||||||||||||
| Stock compensation expense |
17 | 32 | (39 | ) | 71 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted Farming EBITDA |
(262 | ) | (546 | ) | (1,083 | ) | (1,131 | ) | ||||||||
| Fixed Water Obligations |
765 | 673 | 1,771 | 1,516 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted Farming EBITDA before Fixed Water Obligations |
$ | 503 | $ | 127 | $ | 688 | $ | 385 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
11
Earnings Per Share (EPS) and Share Data
(Unaudited)
| Three Months Ended | ||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | ||||||||||||||||
| Basic earnings per share |
$ | 0.10 | $ | 0.06 | $ | 0.06 | $ | (0.06 | ) | $ | (0.06 | ) | ||||||||
| Diluted earnings per share |
$ | 0.10 | $ | 0.06 | $ | 0.06 | $ | (0.06 | ) | $ | (0.06 | ) | ||||||||
| Book value per common share |
$ | 17.68 | $ | 17.65 | $ | 17.60 | $ | 17.54 | $ | 17.59 | ||||||||||
| Period End Share Price |
$ | 18.70 | $ | 15.77 | $ | 15.98 | $ | 16.96 | $ | 15.85 | ||||||||||
| Weighted average shares |
27,004,319 | 26,907,329 | 26,890,979 | 26,878,658 | 26,852,573 | |||||||||||||||
| Weighted average diluted shares |
27,069,691 | 26,965,558 | 26,939,860 | 26,878,658 | 26,852,573 | |||||||||||||||
| Outstanding Shares |
27,004,897 | 26,916,837 | 26,893,955 | 26,880,668 | 26,867,600 | |||||||||||||||
Contacts
Tejon Ranch Co.
Nicholas Ortiz
Senior Vice President, Corporate Communications & Public Affairs
661-663-4212
12