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INVESTMENT IN UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES
 12 Months Ended
Dec. 31, 2023
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 at December 31, 2023 was $33,648,000. The equity in the income of the unconsolidated joint ventures was $6,868,000 for the twelve months ended December 31, 2023. The unconsolidated joint ventures have not been consolidated as of December 31, 2023, 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. At December 31, 2023, the Company had an equity investment balance of $19,370,000 in this joint venture.
•Majestic Realty Co. – Majestic Realty Co., or Majestic, is a privately-held developer and owner of master planned business parks in 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 the joint venture. The Company and Majestic guarantee the performance of all outstanding debt. At December 31, 2023, the Company's investment in these joint ventures was $4,335,000.
◦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 was financed by a $49,226,000 construction loan that had an outstanding balance of $35,138,000 as of December 31, 2023. The construction loan is individually and collectively guaranteed by the Company and Majestic. In December 2022, the Company contributed land with a fair value of $8,501,000 to TRC-MRC5, LLC. The total cost of the land was $2,477,000. The Company recognized profit of $3,012,000 and deferred profit of $3,012,000 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. The construction of the building was completed in the fourth quarter of 2023. The joint venture has leased 100% of the rentable space.
◦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 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 $61,776,000 as of December 31, 2023. In June 2021, the Company contributed land with a fair value of $8,464,000 to TRC-MRC 4, LLC. The total cost of the land was $2,895,000. The Company recognized profit of $2,785,000 and deferred profit of $2,785,000. Since its inception, the Company has received excess distributions resulting in a deficit balance in its investment of $6,082,000. 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.
◦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 on the Company's property at TRCC-East. TRC-MRC 3, LLC qualified as a VIE from inception, but the Company is not the primary beneficiary therefore 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 $33,627,000 as of December 31, 2023. On April 1, 2019, the Company contributed land with a fair value of $5,854,000 to TRC-MRC 3, LLC in accordance with the limited liability agreement. The Company's investment in this joint venture was $141,000 as of December 31, 2023.
◦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 1, 2028, and has an outstanding principal balance of $21,939,000 as of December 31, 2023. Since inception, the Company has received excess distributions resulting in a deficit balance of $1,562,000. In accordance with the applicable accounting guidance, the Company reclassified excess distributions to Other Liabilities within the Consolidated Balance Sheets. The Company will continue to record its equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on the consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), the Company will recognize any balance classified as a liability as income.
◦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. Since inception of the joint venture, the Company has received excess distributions resulting in a deficit balance of $1,431,000. In accordance with the applicable accounting guidance, the Company reclassified excess distributions to Other Liabilities within the Consolidated Balance Sheets. The Company will continue to record its equity in the net income as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on the consolidated balance sheet. If it becomes obvious that any excess distribution may not be returned (upon joint venture liquidation or otherwise), the Company will recognize any balance classified as a liability as income. The joint venture refinanced its construction loan in December 2018 with a mortgage loan. The original principal balance of the mortgage loan was $25,030,000, of which $22,144,000 was outstanding at December 31, 2023.
•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 December 31, 2023, the Company’s equity investment balance in this joint venture was $9,943,000. The Company controls 50% of the voting interests of TRCC/Rock Outlet Center LLC; thus, it does not control 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. Therefore, 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 August 16, 2023, the TRCC/Rock Outlet Center LLC joint venture successfully extended the maturity date of its term note with a financial institution to June 30, 2025. In connection with the loan extension, the joint venture also reduced the outstanding amount by $6,000,000. As of December 31, 2023, the outstanding balance of the term note was $20,850,000. 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. At December 31, 2023, the Company owned 93.46% 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.
Condensed balance sheet information and statement of operations of the Company’s unconsolidated joint ventures are as follows:
Balance Sheet Information as of December 31:
Joint VentureTRC
AssetsBorrowingsEquity (Deficit)Investment In
20232022202320222023202220232022
Petro Travel Plaza Holdings LLC$72,633 $84,225 $(12,556)$(13,318)$52,950 $63,069 $19,370 $25,441 
TRCC/Rock Outlet Center, LLC58,040 59,196 (20,850)(27,707)35,535 30,684 9,943 7,279 
TRC-MRC 1, LLC25,224 24,085 (22,144)(22,787)1,684 1,042 — — 
TRC-MRC 2, LLC18,882 18,398 (21,939)(22,612)(2,597)(3,939)— — 
TRC-MRC 3, LLC35,467 36,608 (33,627)(34,494)2,087 2,690 141 386 
TRC-MRC 4, LLC49,964 50,497 (61,776)(40,130)(12,192)8,974 — 4,485 
TRC-MRC 5, LLC49,687 8,602 (35,138)— 8,390 — 4,194 4,300 
Total$309,897 $281,611 $(208,030)$(161,048)$85,857 $102,520 $33,648 $41,891 
Centennial Founders, LLC$104,979 $102,984 $— $— $104,753 $102,689 Consolidated
Condensed Statement of Operations Information as of December 31:
Joint VentureTRC
RevenuesEarnings (Loss)Equity in Earnings (Loss)
202320222021202320222021202320222021
Petro Travel Plaza Holdings LLC$162,614 $182,335 $137,090 $10,481 $14,210 $8,262 $6,288 $8,526 $4,957 
18-19 West, LLC— — 15,472 — (63)10,411 — (31)5,206 
TRCC/Rock Outlet Center, LLC1
6,391 6,065 5,642 (3,571)(3,139)(2,885)(1,786)(1,569)(1,443)
TRC-MRC 1, LLC4,346 3,269 3,237 1,192 43 (15)596 21 (7)
TRC-MRC 2, LLC5,860 4,085 4,024 2,772 1,384 1,268 1,386 692 634 
TRC-MRC 3 LLC4,323 4,125 3,729 645 594 (288)323 297 (144)
TRC-MRC 4, LLC7,281 595 — 332 (367)(1)166 (184)(1)
TRC-MRC 5, LLC— — — (210)— — (105)— — 
$190,815 $200,474 $169,194 $11,641 $12,662 $16,752 $6,868 $7,752 $9,202 
Centennial Founders, LLC$267 $594 $409 $(6)$28 $(80)Consolidated
(1) Revenues for TRCC/Rock Outlet Center are presented net of non-cash tenant allowance amortization of $1.3 million, $1.2 million and $1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.