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INVESTMENT IN UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES
 9 Months Ended
Sep. 30, 2025
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENT IN UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES 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, 2025 was $33,754,000. The equity in the income of unconsolidated joint ventures was $6,268,000 for the nine months ended September 30, 2025. The unconsolidated joint ventures have not been consolidated as of September 30, 2025, 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 $24,380,000 as of September 30, 2025.
•Majestic Realty Co. – Majestic Realty Co., or Majestic, is a privately-held developer and owner of master planned business parks 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, 2025. 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 $52,222,000 as of September 30, 2025. Since its inception, the Company has received excess distributions resulting in a deficit balance in its investment of $1,918,000.
•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 $60,211,000 as of September 30, 2025. Since its inception, the Company has received excess distributions resulting in a deficit balance in its investment of $6,852,000.
•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 to two 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 $32,017,000 as of September 30, 2025. The Company's investment in this joint venture was $38,000 as of September 30, 2025.
•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 $20,684,000 as of September 30, 2025. The building was 100% leased as of September 30, 2025. The Company's investment in this joint venture was $312,000 as of September 30, 2025.
•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 $20,943,000 was outstanding as of September 30, 2025. Since inception of the joint venture, the Company has received excess distributions resulting in a deficit balance in its investment of $1,123,000.
•TRC-DP 1, LLC - This joint venture was formed on October 4, 2024 with Dedeaux Properties to develop, manage, and operate an approximately 510,385 square foot industrial building at TRCC-East on land to be contributed by the Company in a future period. The Company's investment in this joint venture was $624,000 as of September 30, 2025.
•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, 2025, the Company’s equity investment balance in this joint venture was $8,400,000. 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 November 5, 2025, the TRCC/Rock Outlet Center LLC joint venture extended the maturity date of its term note with a financial institution from September 30, 2025 to December 31, 2025. As of September 30, 2025, the outstanding balance of the term note was $20,271,000. The Company and Rockefeller guarantee the performance of the debt.
•Centennial Founders, LLC – CFL is a joint venture with TRI Pointe Homes to pursue the entitlement and development of land that the Company owns in Los Angeles County. As of September 30, 2025, the Company owned 93.78% of CFL.
The Company’s investment balance in each of its unconsolidated joint ventures differs from its capital accounts in the respective joint ventures. The variance represents the difference between the cost basis of assets contributed by the Company and the agreed upon fair value of those assets.
The condensed statements of operations for the nine months ended September 30, 2025 and 2024 and condensed balance sheet information of the Company’s unconsolidated joint ventures as of September 30, 2025 and December 31, 2024 are as follows:
Three Months Ended September 30,
202520242025202420252024
Joint VentureTRC
($ in thousands)RevenuesEarnings (Loss)Equity in Earnings (Loss)
Petro Travel Plaza Holdings, LLC$36,820 $40,446 $3,221 $4,641 $1,933 $2,785 
TRCC/Rock Outlet Center LLC1
1,698 1,644 (647)(994)(323)(497)
TRC-MRC 1, LLC1,289 1,278 434 446 217 224 
TRC-MRC 2, LLC1,737 1,785 975 1,111 488 555 
TRC-MRC 3, LLC1,103 1,082 177 216 89 107 
TRC-MRC 4, LLC1,915 1,875 176 183 88 93 
TRC-MRC 5, LLC1,733 1,710 129 126 63 62 
Total$46,295 $49,820 $4,465 $5,729 $2,555 $3,329 
Centennial Founders, LLC$20 $— $16 $(9)Consolidated
1 Revenues for TRCC/Rock Outlet Center LLC are presented net of non-cash tenant allowance amortization of $0.3 million and $0.3 million for the three months ended September 30, 2025 and September 30, 2024, respectively.
Nine Months Ended September 30,
202520242025202420252024
Joint VentureTRC
($ in thousands)RevenuesEarnings (Loss)Equity in Earnings (Loss)
Petro Travel Plaza Holdings, LLC$105,718 $116,344 $7,594 $10,006 $4,557 $6,004 
TRCC/Rock Outlet Center LLC1
4,889 5,148 (2,383)(2,259)(1,191)(1,130)
TRC-MRC 1, LLC3,865 3,135 1,359 749 680 375 
TRC-MRC 2, LLC5,332 4,980 3,020 2,887 1,510 1,443 
TRC-MRC 3, LLC3,329 3,268 666 643 333 321 
TRC-MRC 4, LLC5,768 5,837 530 826 265 414 
TRC-MRC 5, LLC5,165 4,680 230 369 114 184 
Total$134,066 $143,392 $11,016 $13,221 $6,268 $7,611 
Centennial Founders, LLC$20 $66 $(38)$(22)Consolidated
1 Revenues for TRCC/Rock Outlet Center LLC are presented net of non-cash tenant allowance amortization of $0.5 million and $1.0 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.
September 30, 2025December 31, 2024
Joint VentureTRCJoint VentureTRC
($ in thousands)AssetsDebtEquity (Deficit)EquityAssetsDebtEquity (Deficit)Equity
Petro Travel Plaza Holdings, LLC$78,374 $(11,221)$61,165 $24,380 $73,558 $(11,793)$53,571 $19,823 
TRCC/Rock Outlet Center LLC53,823 (20,271)32,449 8,400 54,533 (20,545)32,832 8,592 
TRC-MRC 1, LLC23,979 (20,943)2,300 — 24,539 (21,470)2,591 — 
TRC-MRC 2, LLC22,107 (20,684)876 312 21,552 (21,234)768 77 
TRC-MRC 3, LLC33,774 (32,017)1,349 38 34,436 (32,722)2,529 142 
TRC-MRC 4, LLC47,688 (60,211)(13,724)— 49,118 (60,906)(10,664)— 
TRC-MRC 5, LLC49,098 (52,222)(2,690)— 49,556 (52,795)(643)— 
TRC-DP1, LLC— — — 624 — — — 346 
Total$308,843 $(217,569)$81,725 $33,754 $307,292 $(221,465)$80,984 $28,980 
Centennial Founders, LLC$108,524 $— $108,228 ***$107,015 $— $106,766 ***
*** Centennial Founders, LLC, is consolidated within the Company's financial statements.