Tejon Ranch Co. (TRC)
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AGM 2021

May 19, 2021

Barry Zoeller
Senior VP of Corporate Communications and Investor Relations, Tejon Ranch

Good morning from California. Thanks for logging in to the 2021 virtual annual meeting for Tejon Ranch Company. I'm Barry Zoeller, Senior Vice President of Corporate Communications and Investor Relations. Given the ongoing travel and group meeting challenges caused by the COVID-19 pandemic, the company opted again this year to hold its Annual Shareholder Meeting as a live webcast. We believe using this technology allows us to maximize the participation of our shareholders while still maintaining an appropriate level of safety. Before we begin the official business of the day, I'd like to call your attention to a couple of logistical items. First is to make sure that you're aware of the rules of conduct set forth for this meeting. These are made available to each shareholder on Tejon Ranch's investor relations webpage and here on the virtual shareholder meeting webpage.

If you have questions you'd like to submit online, you can do so using the identified portal. You must be a shareholder who registered for the meeting to submit a question. Relevant questions regarding the company's business operations will be held for the end of the meeting. With those preliminaries out of the way, I'll now turn the meeting over to Norman Metcalfe, Chairman of the Board of Directors of Tejon Ranch Company. Mr. Metcalfe.

Norman Metcalfe
Chairman of the Board of Directors, Tejon Ranch

Thank you, Barry. This is Norman Metcalfe, Chairman of the Board of the Tejon Ranch Company. Good morning, ladies and gentlemen. On behalf of all directors and management, welcome to the 2021 Annual Shareholders Meeting. I will now call the meeting to order. I am joined today in this virtual annual meeting by Greg Bielli, President and Chief Executive Officer of the company. Also participating today is Marc Hardy, Tejon's Senior Vice President and General Counsel. Marc will serve as secretary of this meeting. Allen Lyda, Tejon's Executive Vice President, Chief Operating Officer, and Assistant Secretary, has been designated by the board of directors to act as Inspector of Elections today. I will now introduce the company's directors and other officers who are in attendance at today's meeting. First, the directors. Steven Betts, Jean Fuller, Anthony Leggio, Frawn Morgan, Geoffrey Stack, Daniel Tisch, and Michael Winer.

I'm also pleased to introduce the balance of Tejon's senior management team in attendance today. Hugh McMahon, Executive Vice President, Real Estate. Robert Velasquez, Senior Vice President, Finance and Chief Financial Officer. Barry Zoeller, Senior Vice President, Corporate Communications and Investor Relations. I would like to express my sincere appreciation to our management team, and I know I speak for the directors in thanking them for their dedication and performance in a difficult year we've just gone through. Also present today for the webcast is Jeff Staff from Deloitte & Touche, the company's auditor. Now we will begin the business of the meeting. As indicated in the proxy statement, the items of business requiring a vote at this meeting are, number one, election of three directors named in the proxy statement.

Number two, the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year 2021. Number three, an advisory vote to approve executive officer compensation. Number four, an amendment to the Certificate of Incorporation to increase the authorized shares of the company's common stock. If you have not voted or wish to change your vote, you may do now by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote need not take any further action.

For those of you voting for the election of directors, you may accumulate your votes by giving one nominee the number of votes equal to the number of shares held, multiplied by three, the number of directors to be elected, or you may distribute the same number of votes, that is the number of shares held, multiplied by three, as you see fit amongst the nominees. Let me give you a moment to vote. Thank you. The online voting is now closed. We appreciate all of you participating in the 2021 proxy vote. Mr. Hardy, will you please report whether a quorum is present?

Marc Hardy
Senior VP and General Counsel, Tejon Ranch

Thank you, Mr. Chairman. A quorum is present. A preliminary tabulation indicated more than 22,236,000 shares, constituting more than 84% of the outstanding shares at the record date, are represented at this meeting in person or by proxy.

Norman Metcalfe
Chairman of the Board of Directors, Tejon Ranch

Thank you. The board currently consists of nine directors divided into three classes based upon when their terms expire. The terms of the three current class I directors expire at the 2021 annual meeting. The terms of the three current class II directors will expire at the 2022 annual meeting, and the terms of the three class III directors will expire at the 2023 annual meeting. In connection with the 2020 annual meeting of shareholders approved amendments to our Certificate of Incorporation to declassify the board over a period of three years. As a result, each director elected at the 2021 annual meeting will be elected for a two-year term. Next year, directors elected at the 2022 annual meeting will be elected for a one-year term. Beginning with the 2023 annual meeting, all directors will be subject to annual election for one-year terms.

The directors who were nominated by the board of directors and who are candidates for re-election are Jean Fuller, Geoffrey L. Stack, and Michael H. Winer. Is there a motion to nominate these individuals as directors?

Greg Bielli
President and CEO, Tejon Ranch

I so move.

Allen Lyda
EVP, COO, and Assistant Secretary, Tejon Ranch

I second the motion.

Norman Metcalfe
Chairman of the Board of Directors, Tejon Ranch

Thank you. The articles of incorporation of this company require a shareholder who intends to nominate a person for election to the board to provide written notice thereof to the secretary prior to the annual meeting. Since no notice was received, I declare the nominations closed. Mr. Hardy, would you announce the results of the balloting?

Marc Hardy
Senior VP and General Counsel, Tejon Ranch

Mr. Chairman, all ballots have been counted, and Directors Fuller, Stack, Winer have each received the requisite number of votes to be elected as Class I director. Deloitte & Touche has been ratified as the company's independent registered public accounting firm for 2021, and the amendment to the Certificate of Incorporation has also been approved. The advisory vote for the executive officer compensation has not been approved.

Norman Metcalfe
Chairman of the Board of Directors, Tejon Ranch

Thank you. I declare Ms. Fuller and Messrs. Stack and Winer to have been elected as class I directors, that Deloitte & Touche is the company's independent registered public accounting firm for 2021, and the amendment to the Certificate of Incorporation has been approved, and I note that the matter on executive compensation was not approved. This concludes the formal business of the meeting. Therefore, I declare the meeting now adjourned. At this time, I would like to invite Mr. Bielli to share with you the progress of the company's business plan and to answer any questions you may have.

Greg Bielli
President and CEO, Tejon Ranch

Thank you, Chairman Metcalfe. I appreciate it. Before I begin, let me remind you that if you registered for the meeting as a shareholder and wish to ask a question online, please use the designated portal on the web page. I'll go forward with the presentation. Our safe harbor statement is up there as before, as everything that we talked about. As the shareholders know, Tejon Ranch is a diversified real estate development and agribusiness company operating in five business segments. The 270,000 acres of continuous land is our primary asset. Our segments are the large-scale master planned communities, the commercial and industrial real estate development, the mineral resources, including our oil and gas, minerals, and water sales, farming, and ranch operations. Our strategic goal is to create long-term shareholder value by monetizing the company's land-based assets, principally through the real estate development, but also including our other business lines.

As the shareholders recognize, the ranch is located between Bakersfield and L.A. along the I-5. As growth continues to come up the I-5 into the Santa Clarita area, it is moving closer from the south area. Our four master plans, and we do consider them all our master plans, are the Tejon Ranch Commerce Center, which is in its implementation stage, The Grapevine Project, Mountain Village, and Centennial, and I'll go into those further later. We have a clear strategic vision under the auspices of being an integrated real estate development company. Today, we have around 6 million sq ft already developed. We're in the queue for another 630,000 sq ft spec building, and then that still leaves an additional 13.4 million sq ft of commercial industrial space development that's available to be implemented.

Overall, again, we look at, with the legislative approvals, 35,000 ± housing units, 35 million sq ft of commercial. Specifically to the Tejon Ranch Commerce Center, as I previously mentioned. We have 3.4 million sq ft to monetize going forward, and it's fully entitled and litigated, a California term, litigated industrial park. At the present time, technically, we're fully leased with only 190,000 sq ft to become available at the end of June of vacant space. The Commerce Center overall operational highlights from 2021 is that, as I mentioned, the 630,000 sq ft building will be under construction soon, which is a new spec building. Camping World has been added as a tenant to our joint venture we're building with Majestic Realty in that effort. On the retail and commercial side, we still have 318,000 sq ft to monetize in the area, and it continues to grow.

We do have, during the 2021 period, and I'll go into further detail later with regards to the impacts of the COVID-19 year that we just all are going through, but we have been able to convert a Del Taco into a Taco Bell, and then we sold that to our TA joint venture partnership that we have. We've had three expansions and added into the outlet tenant mix. One of the highlights in the Commerce Center this past year was the focus on repurposing some land that was identified as phase 2 of the outlets. We did this for a couple reasons, into residential. One was to increase the activities around the outlets by bringing more bodies around the outlets, not just solely relying on the regional traffic efforts. We moved in that direction.

Also, we need housing to grow our TRCC Commerce Center and to bring housing in. Both of those opportunities were a focus. We moved forward with planning and got a conditional use permit approved for a multi-family apartment development of 495 units that is located just north of the outlets, adjacent to the outlet. This is a focus also as a reoccurring revenue generator for the company. We're currently exploring capital and partnership strategies to proceed with this project. Mountain Village, which is 3,450 homes, 750 hotel keys, and 160,000 sq ft of commercial. As we previously reported, prior years, the tentative map was approved. A priority this past year was to move forward with the final map. We have submitted the final map, which includes the first two phases of Mountain Village. We have 401 units in that effort.

We are now exploring capital strategies to fund the development, but we also will expect to have the final map approved this year. Centennial, the 19,333 unit residential master plan and 10 million sq ft that was approved in 2019 in L.A. County. Basically had a year of litigation, a challenge to our CEQA. We are now currently working on the court results of that, and basically are focused on resolving a couple issues that the court has identified with greenhouse gas and fire. Grapevine, the 12,000 unit residential project with 5.1 million sq ft, was reapproved in 2019 and went through its court challenge last year also. We received a favorable ruling from the court on our CEQA challenge. Now we're awaiting the possibility of any appeal by the plaintiffs on that project. As you all know, the California development process is timely and consuming.

This graph is used in our investments discussions, investor relations discussions. It shows basically the timelines of where our projects are at in the continuum of the California process. We've got Grapevine and Centennial still at the litigation, Mountain Village now proceeding to the final map, and of course, TRCC in the implementation stage. We've been successful in achieving these entitlements on these different projects over the years and continue to do so. Now we're to the point that we are achieving what was identified in the Ranch-Wide Agreement as those lands that have 10% for development possibilities. As I mentioned before, COVID-19 pandemic did have its impacts on the company. As we had the government shutdowns, we had to temporarily close the outlets. We did and moved very quickly in negotiating with our tenants, to keep them in place through this period of time.

We worked in a way to defer rents for our tenants. I'm pleased to say that what we did defer in our rents, we were able to get paid back in this current year. It was a way to keep our tenants in place and move quickly. State restrictions reduced the number of travelers along the I-5, so we did see a decrease in our fuel volume sales during that 2020 period. Also, we've had an impact on our oil royalties. The Tejon Ranch Commerce Center felt the impact of this reduced traffic, and it still was able to manage through that, working through the pandemic in many ways. Also our tenant effort there, we moved very quickly, like we did in the outlet, to renegotiate and defer some rent, but get paid back in 2021.

The company did internally do a right-sizing, with our essential employees being retained, non-essential being laid off. We adopted further a capital preservation strategy in our efforts. It also included management having a reduced compensation for a period of time in 2020. Strong foundation, though, is what the company has in our diversity. The farming operations, as you can see on the chart, we had $13.9 million in revenue in the mineral operations moving forward. Some would say we also have impact in the coming year, given the drought of some opportunities for water sales. The operating segment and revenues, as you can see, the company maintained a stability. We did deviate from the 2019 period in that real estate revenue. That was a one-time building sale, so we participated in that in 2019, so that's the difference.

Also we had some production reductions and almond pricing reductions in 2020 as opposed to 2019, our stability was still there. We've been able to maintain a strong balance sheet based on the commitment of the team and the operations, along with the board's support to defer capital and also eliminate unneeded expense. We'll move into the questions. I've asked Mr. Lyda to monitor our online questions, and I'm prepared to answer them now.

Allen Lyda
EVP, COO, and Assistant Secretary, Tejon Ranch

Mr. Bielli, we have a couple of questions related to Mountain Village. The first is the final map achieved in 2021. If the company is successful in securing funding, when is a possible construction date?

Greg Bielli
President and CEO, Tejon Ranch

If those assumptions are put in place, we could begin within one or two years from that point.

Allen Lyda
EVP, COO, and Assistant Secretary, Tejon Ranch

Tied to that, is the question regarding Farm Village and the status of delivering Farm Village. Is this timing also related to the approval of final maps?

Greg Bielli
President and CEO, Tejon Ranch

Actually, half of Farm Village's approval has already been done. We could go forward with that. In our efforts, we see that Farm Village is essential to move forward with the residential and Mountain Village. We would see them working together in that effort.

Allen Lyda
EVP, COO, and Assistant Secretary, Tejon Ranch

We have one last question, and I can answer that one. We had a question regarding the positive and negative votes on the resolutions that were voted on, and we will be filing a Form 8-K within the next couple of days, so that information will be available to all of our shareholders at that time.

Greg Bielli
President and CEO, Tejon Ranch

Thank you.

Allen Lyda
EVP, COO, and Assistant Secretary, Tejon Ranch

That's all the questions we have.

Greg Bielli
President and CEO, Tejon Ranch

Seeing that there's no further questions, let me turn things back to Chairman Metcalfe.

Norman Metcalfe
Chairman of the Board of Directors, Tejon Ranch

Thank you, Greg. I want to thank all of you for participating today and for your continued interest in the company. We hope you will join us next year when we are able to meet you in person. Thanks again and goodbye.