Tejon Ranch Co

Greetings and welcome to the Tejon Ranch Company second quarter 2026 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Nick Ortiz. Please go ahead.

Good afternoon and welcome to Tejon Ranch Company's second quarter 2026 earnings call. My name is Nick Ortiz. Joining me today are Matthew Walker, President and CEO, and Robert Velasquez, Senior Vice President and Chief Financial Officer. Today's press release, 10Q, and the webcast are available on our Investor Relations website. A replay will be posted after we conclude. That site is ir.tejonranch.com. Today's remarks, including responses to questions, include forward-looking statements. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially. Key factors are detailed in our SEC filings, including our most recent forms 10Q and 10K. We assume no obligation to update any forward-looking statements. We also reference non-GAAP measures. These measures should be considered in addition to, not as a substitute for, GAAP results. Reconciliations to the most directly comparable gap measures and reasons why we use non-gap measures are included in today's filings and are posted on our IR website. Again, ir.tohomeranch.com. After prepared remarks, we'll address questions. Shareholders were invited to submit questions by email in advance. I'll now turn the call over to our CEO, Matthew Walker.

Thank you, Nick, and good afternoon, everyone. Let me start off by saying we had a good quarter. Revenues were up across all segments, just as EBITDA grew approximately 47% year over year, and we delivered net income of $2.6 million against the loss a year ago. Corporate expenses were down significantly. More than half of that reduction reflects the absence of last year's non-recurring costs. But setting those aside, corporate expenses are still down 18% for the first six months of the year, highlighting the cost savings measures that we put in place. This quarter's revenue growth was led by the Dato Properties 1B land sale, which contributed $6.9 million in revenues. That transaction reinforces our commitment to Tejon Ranch Commerce Center as our nucleus of growth. With it, we are moving forward on our joint venture with Dato on a 510,000 square foot Class A industrial building. Walls are being tilted up this week. It's a good illustration of our land monetization model, which is contributing our land to a joint venture Retaining an ongoing economic interest and growing our income-producing portfolio with minimal net capital outlay. It's also worth noting that we committed to the project while much of the industrial market was sitting on the sidelines. The fundamentals in Southern California are now improving as we anticipated, positioning us well for an early 2027 delivery. We are also continuing to see traffic and sales increase at our outlets and revenues increase at our travel centers. do impart to the halo effect from the Hard Rock Casino to home. In addition, July produced the strongest new leasing performance in nine months at our Terra Vista apartments. With that, I'm going to turn it over to Robert to walk through the financials, and then I'll offer my thoughts on some important topics.

Thank you, Matt. Net income accruable to common stockholders was $2.6 million, or 10 cents per share, versus a loss of $1.7 million a year ago. A $4.3 million improvement. The 10Q provides details by segment, so I'll focus on what the tables don't say. Earnings quality, costs, and overall balance sheet. First, earnings quality. As Matt described, the company contributed land with a fair market value of $9.9 million to the Datto Property Store Venture. As a result, we recognized $6.9 million of revenue and $2 million of profit during the quarter. The remaining $3 billion of profit was deferred because it relates to our retained ownership interest in the joint venture. The recurring business performed as well. Multifamily swung to positive net operating income, with leasing at Terra Vista crossing 80% this month. Joint venture equity earnings rose 21% to $3.1 million, led by TA Petro, improved results at the outlets, and steady contributions from our fully leased industrial portfolio. Second, cost. Excluding cost of sales on land and water, which fluctuate with transaction activity, expenses declined nearly 18% year-to-date. Outside of corporate and new terrorist operations, segment expenses were down roughly 8%. The discipline is evident across our operating segments. 110Q note, we now present farming before and after fixed water obligation. Assessments reincur regardless of activities. and Farming was profitable before those fixed costs this quarter. Third, the balance sheet. We ended the quarter with approximately $79 million of liquidity and debt to capital ratio of 16.3%. That means close with the metric I watched most closely, trailing 12 months adjusted EBITDA of $29.8 million, up 21% from a year ago. While land sales can significantly influence any single quarter, The trailing 12-month view provides a better measure of our underlying performance, and that performance continues to strengthen. I'll hand it back to Matt for some additional remarks.

Thanks, Robert. I now want to take a step back and talk about three things that are on my mind. The first is about AI and how it's impacting our company. This spring, after evaluating several different options, we implemented a cost-effective rollout of a leading enterprise AI platform across the company. We started with a small group, not knowing exactly what the results would be. However, it became immediately clear to us that the combination of the AI technology overlaid on the accumulated knowledge base of a 183-year-old ranch could be incredibly powerful. This led us to extend AI to every desktop user, and we are now seeing meaningful improvements in performance and efficiency in multiple areas of the business. Each front seems to be a step function up in utilization and new use cases. We believe AI allows a relatively small company like ours to better compete in the marketplace, quickly testing new ideas and researching new revenue opportunities, as well as automating manual processes to better focus on improving performance. AI is by no means perfect or the panacea to every challenge we face. It often gets you about 90% there, and you then have to constantly fact check the conclusions. But I want our shareholders to know that we're using every available tool to drive shareholder value. Next, I'd like to talk about water. I am pushing our management team to take a fresh look at every part of our business. That includes our fairly complex water story. In addition to the surface water and groundwater that comes from the ranch, we have multiple water contracts which provide for our current and future anticipated needs. The output from many of these contracts varies depending on how much water is available from the California State Water Project. We also bank excess water in one of two water banks. As I noted in May, too much of our balance sheet is generating too little of our bottom line. And as it relates to water, we're working to change that. Water can't be a dormant asset for us. We have recently generated some opportunistic sales of our excess water to drive a higher current return on this valuable asset. We will continue to pursue both strategic and opportunistic water sales as market conditions permit. You will also notice that we have enhanced our water disclosures in this quarter's financials to more clearly tell our water story. Thinking more long term, we are looking at infrastructure investments that would make our considerable water assets even more liquid than they already are and ways to do this which minimize capital outweighs. Finally, I'd like to explain how we're looking at the future. Given our 183-year history, we often take a long-term outlook. As we survey our many opportunities and consider what to do next, I want you, the shareholder, to understand the rational process we are using to evaluate facts and make measured decisions. I've talked before about our investment criteria and hurdle rates. We look at our enterprise over multiple time horizons because many of our initiatives incubate over several years. Sometimes we use net present value as an evaluation tool, but NPV doesn't address the timing component or the realities that we face as a public company to deliver value sooner. What we're finding is a more valuable tool, particularly when you roll everything up to an entity level, is projected total shareholder return. TSR incorporates the entirety of our capital allocation strategy, and as we compare different scenarios, We believe we have a sound process in place to get us there, and our intention is to make rational decisions that are in our shareholders' best interest. I look forward to sharing more as this process unfolds. In closing, Overall, it was a good quarter and our plan continues to show positive results. We're just getting started. We have a long way to go, but we're optimistic about the future and we'll keep reporting our progress each quarter. We'll now turn to questions that were submitted. Please give us a moment to pull those up.

All right. Matt, we received questions and comments from four investors via email. So I'll start with the first one from Mr. Paul Ross. TRC stock is selling at its lowest price since it went public 40 years ago. Employees, which are too many, and directors, which are also too many, get paid in dollars and free stock and are dedicated to destroying value. TRC did not have enough land that they diluted shareholders twice to buy the remainder of the mountain village for $70 million in 2014. and 20 million upfront, plus 5 million annually for the water in 2013. Sadly, the winners are DMV and the Nickel family, plus the short sellers, 1 million shares and management, which does not buy or own any stock. My question is, when will this destruction of shareholder value stop?

Hi, Paul. I'll respond to that in a couple of different ways. I'm going to be straightforward about the stock price. It's painful. I watch it. The board watches it. No one's satisfied. So I'm not going to insult you by trying to explain it away. Here's what I do know. We've improved results for two consecutive quarters now. We're moving ahead, as I just mentioned a few minutes ago, on a joint venture industrial building, which is an area where many investors say we should focus. We've expanded our disclosures, including on water. We're communicating with shareholders more than we ever have. so the business is getting better and I think it's getting easier to see from an investor standpoint and that's what we can control. We have a long way to go so please don't think that I'm okay with where we're at today. Next, you mentioned that we have too many employees and too many directors. That's something that we've been addressing. Last year, as you know, we completed a 20% reduction in force in our employee count. I believe we're right sized for the business that we have today. We've gone from 13 directors to 10 directors to 9 directors as of this past May. And as of next May, we'll be at 7 directors. So we're headed in the right direction there. Our stock compensation for both employees and directors is market-based. And on the employee side, as I've mentioned a couple of times, we've made a number of different changes to our executive compensation plan beginning at January 1st of this year. Those changes increase the performance component of our compensation so that we're more aligned with shareholders like you and the share price appreciation. Because again, I agree with you, the stock performance over the long term is simply just not acceptable. On your question of when will the destruction of shareholder value stop? You mentioned a JV partner buyout in 2014. You also mentioned the acquisition of a water contract, which was necessary for the approval of our grapevine master plan community back in 2013. Those transactions occurred 12 and 13 years ago. On the nickel water contract, as I mentioned earlier on this call, we're actively pursuing opportunistic water sales so that we can better monetize our water assets. and there are many features of the nickel water contract in particular that make it attractive to other potential users. I'll say again what I've told you in the past, what I've mentioned a couple minutes ago in my opening remarks. I'm completely committed to driving shareholder value. To do that, we need to generate earnings per share on par with other similar companies, as I mentioned before, and shareholders need to receive the value of those earnings. And to generate more earnings, we need to do more of the things which make money and less of the things which don't. I have a plan to get us there. I've got a process in place, and we will be reporting on our progress as we execute it. I wish everything could go faster, and I certainly have a sense of urgency. I know that you won't be satisfied until you see results, and that's exactly how it should be.

All right, our next question is from David Roth. Thank you for joining us. Thank you for joining us. How can you justify holding onto these assets and pursuing the same failed strategy? I think we can agree that the strategy has not worked for the last 30 years. Perhaps it is time to separate the real estate assets from the commercial assets since we agree the value of the commercial assets greatly exceed the value of the stock. Who on the board is against strategic review to improve value for the shareholders and why hasn't it been explored?

So there's a lot in here, David, and honestly, a fair amount that I agree with. Let me try to take it in a couple different pieces. First, let me correct what you said about the quarter. Even if we set aside the $2 million of profit that we recognize on the data land sale, we were still profitable. The income-producing components of our business, that includes our industrial joint ventures, the travel centers, the outlets, and our apartments, all those carried their weight this quarter. Second, on the farm and the ranch, you're right. They haven't earned an adequate return, and I'm not pretending otherwise. We've changed our disclosure, as I mentioned before, this quarter to show farming results before and after fixed water obligations. That's a non-controllable infrastructure financing cost, and that's incurred regardless of whether we do any farming activities. because those aren't tied to operating performance. We believe that that measure provides a clearer picture of the underlying profitability and cash flow potential of the farming business. And using that measure, farming was profitable before those six costs this quarter. You also mentioned a strategic review. So you know, I would characterize my first 18 months as CEO as an ongoing strategic review of the company. Coming in, there was a lot to learn and my thought process is constantly evolving. I've taken a systematic approach to examining each of our existing business lines and I've been reporting to our board where and how management believes we need to change the status quo. There's been no resistance from the board. On the contrary, I've received strong support. I've got a plan in place to get us where we need to go, and I will be sharing aspects of that plan as I'm able to communicate them. But make no mistake, we're making decisions based on reality and facts and an objective view on creating shareholder value. That's it.

Our next question is from Steven Chess. What are the impediments to development of Centennial, and what is the potential timeline to the resolution of these impediments? and an estimate of a potential start date to begin construction with a partner.

Thanks, Stephen. It's a fair question. I'll give you the real answer, which has a part that I can date and a part that I can't. So here's where we are. Following the appellate court's ruling back in June of last year, we've been collaboratively working with LA County to refine Centennial's environmental analysis and the re-entitlement of the project. The recirculated partial draft EIR, I know that's a mouthful, is now out for public comment. Our objective is to bring Centennial back in front of the LA County Planning Commission and then onto the Board of Supervisors before the end of this year. That's the part of the schedule that I can quantify, and we're driving squarely towards it. Now, the honest part about what comes after. The impediments to Centennial aren't a mystery.

their standard development gauntlet.

We've been navigating this for several years. Here are some of the key steps. One, as I just described, we need to complete the environmental process and secure re-approval through the county. Two, there's a possibility of renewed litigation. This is California, large projects like Centennial attract challenges. We prevailed on most of the substance before and we're building a record that we think is designed to prevail again. Three, once those entitlements are secured and defended, the real work on a new community begins. Mapping, infrastructure design, the fan thing and finally the implementation. So it's that second step in the legal that's so uncertain and difficult to quantify. So in terms of a construction start date, any date that I give you today would just be a guess. What I can commit to you instead is this. You will know the milestones when we hit them, starting with the hearings this year. When Centennial does move forward, it's likely going to proceed in the same way that our industrial parcel 1B did just a few months ago. That'll be under a joint venture structure which leverages the value that we've created in the land and our partner's new capital funding. So that's the short answer.

We've received three questions from Richard Regley. They're all on separate subjects, so I'm going to take them one at a time. First, we were pleased to see the announced JV with Dato Properties, and we're glad it was a 60-40 rather than 50-50. Should we expect to see the company continuing to go in the direction of increased ownership of its projects?

Hi, Richard. It's a good question. We're going to take things on a case-by-case basis. With Dato, it was a unique opportunity and one where the numbers made sense. With the increased investment, given our contributed land price, we could go up to 60% ownership without making any additional net cash investment. So we found that pretty attractive. And it's industrial development, so the building goes up quickly, and we believe that the short time frame from capital deployment to lease up and then cash flow production... That provides for a good risk-adjusted return in an asset class that we believe in. So we're squarely focused also on ROIC. So that's something that we need to keep in mind in general as we think about our level of capital investment.

Okay. Next question is, has the company had any discussions about the locating of a data center at Tohono Ranch?

So let me answer that by saying... that we look at many different types of uses for our land. If you've imagined it, we've probably considered it. More generally, we evaluate every credible source of demand for our land and our infrastructure on an ongoing basis. That's literally the job. The analysis is typically the same, which is how can we most efficiently convert our land into long-term durable cash flow streams and what are the risks and one of the returns. So we're going to update you when we have new things to report on that.

Final question. Can you confirm that Mr. Biele's consulting contract is now over and that it is not in Q2 results?

Yes, the contract was ended and there's no related expense in the second quarter of results. Okay, thanks, Nick. It sounds like those were all the questions that we have for this quarter. Thank you to those who reached out, and we look forward to next quarter's earnings call. Thank you all very much. Have a good afternoon.

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines and have a wonderful day.