Terra Property Trust, Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40496

Terra Property Trust, Inc.

(Exact name of registrant as specified in its charter)


Maryland						81-0963486
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

205 West 28th Street, 12th Floor

New York, New York 10001

(Address of principal executive offices)

(212) 753-5100

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of exchange on
which registered

6.00% Notes due 2026

TPTA

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Securities Exchange Act of 1934:

Common Stock $0.01 par value per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ	Smaller reporting company	☑
		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. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of November 10, 2022, the registrant had 24,335,370 shares of Class B Common Stock, $0.01 par value, outstanding. No market value has been computed based upon the fact that no active trading market had been established as of the date of this document.

TABLE OF CONTENTS


		Page

PART I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements:

	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	2

	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	3

	Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2022 and 2021 (unaudited)	4

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60

Item 4.	Controls and Procedures	62

PART II	OTHER INFORMATION	62

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	63

Item 6.	Exhibits	63

Signatures		65

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Terra Property Trust, Inc.

Consolidated Balance Sheets


	September 30, 2022		December 31, 2021
	(unaudited)
Assets
Cash and cash equivalents	$	21,957,216	$	35,783,956
Restricted cash	5,521,080		7,411,811
Cash held in escrow by lender	4,697,219		7,902,880
Marketable securities	—		1,310,000
Loans held for investment, net	445,320,278		457,329,582
Loans held for investment acquired through participation, net	44,858,965		12,343,732
Equity investment in unconsolidated investments	57,071,597		69,713,793
Real estate owned, net (Note 5)
Land, building and building improvements, net	47,076,436		58,325,068
Lease intangible assets, net	3,532,116		7,451,771
Operating lease right-of-use asset	27,382,939		27,394,936
Deal deposit	8,600,000		—
Interest receivable	2,192,868		2,463,037
Due from related party	—		2,605,639
Other assets	4,360,059		3,505,953
Total assets	$	672,570,773	$	693,542,158
Liabilities and Equity
Liabilities:
Term loan payable, net of deferred financing fees	$	—	$	91,940,062
Unsecured notes payable, net of debt issuance cost	82,325,341		81,856,799
Repurchase agreements payable, net of deferred financing fees	193,178,309		43,974,608
Obligations under participation agreements (Note 7 )	36,952,837		42,232,027
Mortgage loan payable, net of deferred financing fees and other	31,612,338		32,134,295
Revolving line of credit payable, net of deferred financing fees	23,737,073		38,186,472
Secured borrowing	—		34,586,129
Interest reserve and other deposits held on investments	5,521,080		7,411,811
Operating lease liability	27,382,939		27,394,936
Lease intangible liabilities, net (Note 5)	8,859,654		9,709,710
Due to Manager (Note 7)	2,947,235		2,388,317
Interest payable	667,029		1,879,626
Accounts payable and accrued expenses	1,864,939		1,264,131
Unearned income	373,516		449,690
Distributions payable	3,906		—
Other liabilities	1,068,328		4,289,967
Total liabilities	416,494,524		419,698,580
Commitments and contingencies (Note 9)
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized and none issued	—		—
12.5% Series A Cumulative Non-Voting Preferred Stock at liquidation preference, 125 shares authorized and 125 shares issued and outstanding at September 30, 2022 and December 31, 2021	125,000		125,000
Common stock, $0.01 par value, 450,000,000 shares authorized and 19,487,460 shares issued and outstanding at September 30, 2022 and December 31, 2021	194,875		194,875
Additional paid-in capital	373,443,672		373,443,672
Accumulated deficit	(117,687,298)		(99,919,969)
Total equity	256,076,249		273,843,578
Total liabilities and equity	$	672,570,773	$	693,542,158

See notes to unaudited consolidated financial statements.

Terra Property Trust, Inc.

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues
Interest income	$	9,839,007	$	9,918,763	$	28,995,209	$	26,790,178
Real estate operating revenue	2,962,812		2,191,178		8,933,587		6,468,519
Prepayment fee income	809,301		190,997		1,984,061		190,997
Other operating income	52,046		345,180		550,692		741,973
	13,663,166		12,646,118		40,463,549		34,191,667
Operating expenses
Operating expenses reimbursed to Manager	2,013,135		1,528,223		6,082,333		4,878,050
Asset management fee	1,611,934		1,420,119		4,740,657		3,733,358
Asset servicing fee	379,712		311,127		1,124,759		861,324
Provision for loan losses	9,188,129		716,164		9,264,058		1,565,245
Real estate operating expenses	1,274,849		1,264,501		3,740,140		3,751,921
Depreciation and amortization	1,718,374		931,725		5,155,119		2,795,173
Impairment charge	—		—		1,604,989		—
Professional fees	594,318		535,564		2,348,190		1,525,915
Directors fees	36,249		36,249		108,748		108,748
Other	49,016		95,775		506,640		299,960
	16,865,716		6,839,447		34,675,633		19,519,694
Operating (loss) income	(3,202,550)		5,806,671		5,787,916		14,671,973
Other income and expenses
Interest expense from obligations under participation agreements	(562,182)		(3,278,294)		(2,875,946)		(7,931,176)
Interest expense on repurchase agreement payable	(2,394,754)		—		(4,815,863)		—
Interest expense on mortgage loan payable	(534,617)		(573,687)		(1,574,063)		(1,916,696)
Interest expense on revolving line of credit	(647,473)		(223,902)		(1,872,504)		(404,399)
Interest expense on term loan payable	—		(1,653,250)		(164,969)		(4,972,200)
Interest expense on unsecured notes payable	(1,436,107)		(1,409,274)		(4,299,167)		(1,746,135)
Interest expense on secured borrowing	(397,932)		(467,957)		(1,507,572)		(1,102,667)
Net unrealized losses on marketable securities	—		(257,329)		(133,994)		(23,063)
Loss on sale of real estate	—		—		(51,984)		—
Income from equity investment in unconsolidated investments	1,483,846		1,824,825		4,267,513		4,563,491
Gain on sale of interests in unconsolidated investments	799,827		—		799,827		—
Realized loss on loan repayments	—		(517,989)		—		(517,989)
Realized gains on marketable securities	—		22,428		83,411		22,428
	(3,689,392)		(6,534,429)		(12,145,311)		(14,028,406)
Net (loss) income	$	(6,891,942)	$	(727,758)	$	(6,357,395)	$	643,567
Series A preferred stock dividend declared	(3,906)		$	(3,906)	$	(11,718)	$	(11,718)
Net (loss) income allocable to common stock	$	(6,895,848)	$	(731,664)	$	(6,369,113)	$	631,849

(Loss) earnings per share — basic and diluted	$	(0.35)	$	(0.04)	$	(0.33)	$	0.03

Weighted-average shares — basic and diluted	19,487,460		19,487,460		19,487,460		19,487,460

Distributions declared per common share	$	0.19	$	0.20	$	0.58	$	0.63

See notes to unaudited consolidated financial statements.

Terra Property Trust, Inc.

Consolidated Statements of Changes in Equity

(Unaudited)


	Preferred Stock		12.5% Series A Cumulative Non-Voting Preferred Stock				Common Stock			Additional Paid-in Capital		Accumulated Deficit
							$0.01 Par Value
			Shares		Amount		Shares	Amount						Total equity
Balance at January 1, 2022	$	—	125		$	125,000	19,487,460	$	194,875	$	373,443,672	$	(99,919,969)	$	273,843,578
Distributions declared on common shares ($0.20 per share)	—		—		—		—	—		—		(3,893,595)		(3,893,595)
Distributions declared on preferred shares	—		—		—		—	—		—		(3,906)		(3,906)
Net loss	—		—		—		—	—		—		(757,887)		(757,887)
Balance at March 31, 2022	$	—	125		$	125,000	19,487,460	$	194,875	$	373,443,672	$	(104,575,357)	$	269,188,190
Distributions declared on common shares ($0.19 per share)	—		—		—		—	—		—		(3,780,568)		(3,780,568)
Distributions declared on preferred shares	—		—		—		—	—		—		(3,906)		(3,906)
Net income	—		—		—		—	—		—		1,292,434		1,292,434
Balance at June 30, 2022	$	—	125		$	125,000	19,487,460	$	194,875	$	373,443,672	$	(107,067,397)	$	266,696,150
Distributions declared on common shares ($0.19 per share)	—		—		—		—	—		—		(3,724,053)		(3,724,053)
Distributions declared on preferred shares	—		—		—		—	—		—		(3,906)		(3,906)
Net loss	—		—		—		—	—		—		(6,891,942)		(6,891,942)
Balance at September 30, 2022	$	—	$	125	$	125,000	19,487,460	$	194,875	$	373,443,672	$	(117,687,298)	$	256,076,249

See notes to unaudited consolidated financial statements.

Terra Property Trust, Inc.

Consolidated Statements of Changes in Equity (Continued)

(Unaudited)


	Preferred Stock		12.5% Series A Cumulative Non-Voting Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit
						$0.01 Par Value
			Shares	Amount		Shares	Amount						Total equity
Balance at January 1, 2021	$	—	125	$	125,000	19,487,460	$	194,875	$	373,443,672	$	(70,438,482)	$	303,325,065
Distributions declared on common shares ($0.20 per share)	—		—	—		—	—		—		(3,893,595)		(3,893,595)
Distributions declared on preferred shares	—		—	—		—	—		—		(3,906)		(3,906)
Net income	—		—	—		—	—		—		1,476,096		1,476,096
Balance at March 31, 2021	$	—	125	$	125,000	19,487,460	$	194,875	$	373,443,672	$	(72,859,887)	$	300,903,660
Distributions declared on common shares ($0.23 per share)	—		—	—		—	—		—		(4,429,352)		(4,429,352)
Distributions declared on preferred shares	—		—	—		—	—		—		(3,906)		(3,906)
Net loss	—		—	—		—	—		—		(104,771)		(104,771)
Balance at June 30, 2021	$	—	125	$	125,000	19,487,460	$	194,875	$	373,443,672	$	(77,397,916)	$	296,365,631
Distributions declared on common shares ($0.20 per share)	—		—	—		—	—		—		(3,893,594)		(3,893,594)
Distributions declared on preferred shares	—		—	—		—	—		—		(3,906)		(3,906)
Net loss	—		—	—		—	—		—		(727,758)		(727,758)
Balance at September 30, 2021	$	—	125	$	125,000	19,487,460	$	194,875	$	373,443,672	$	(82,023,174)	$	291,740,373

See notes to unaudited consolidated financial statements.

Terra Property Trust, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net (loss) income	$	(6,357,395)	$	643,567
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Paid-in-kind interest income, net	—		(1,000,028)
Depreciation and amortization	5,155,119		2,795,173
Provision for loan losses	9,264,058		1,565,245
Impairment charge	1,604,989		—
Amortization of net purchase premiums on loans	122,783		46,043
Straight-line rent adjustments	1,087,257		(299,396)
Amortization of deferred financing costs	1,821,543		852,250
Amortization of discount on unsecured notes payable	345,801		136,913
Amortization of above- and below-market rent intangibles	(739,127)		(253,665)
Amortization and accretion of investment-related fees, net	(739,886)		(89,846)
Amortization of above-market rent ground lease	(97,761)		(97,762)
Realized loss on loan repayments	—		517,989
Realized gain on marketable securities	(83,411)		(22,428)
Unrealized losses on marketable securities	133,994		23,063
Loss on sale of real estate	51,984		—
Income from equity investment in excess of distributions received	(2,781,380)		—
Gain on sale of interests in unconsolidated investments	(799,827)		—
Changes in operating assets and liabilities:
Deal deposits	(8,600,000)		(9,529,476)
Interest receivable	270,169		(182,778)
Due from related party	2,605,639		—
Other assets	(2,183,835)		899,756
Due to Manager	—		93,226
Unearned income	19,515		(179,499)
Interest payable	(1,212,597)		765,168
Accounts payable and accrued expenses	600,808		(2,653,266)
Other liabilities	(3,221,639)		802,166
Net cash used in operating activities	(3,733,199)		(5,167,585)
Cash flows from investing activities:
Origination and purchase of loans	(187,878,643)		(163,504,926)
Proceeds from repayments of loans	158,765,183		105,909,237
Purchase of equity interests in unconsolidated investments	(18,207,679)		(14,065,197)
Proceeds from sale of interests in unconsolidated investments	33,688,430		—
Proceeds from sale of real estate	8,585,500		—
Distributions in excess of net income	742,651		415,172
Purchase of marketable securities	—		(6,479,147)
Proceeds from sale of marketable securities	1,259,417		3,328,157
Net cash used in investing activities	(3,045,141)		(74,396,704)

Terra Property Trust, Inc.

Consolidated Statements of Cash Flows (Continued)

(Unaudited)


	Nine Months Ended September 30,
	2022		2021
Cash flows from financing activities:
Repayments of obligations under participation agreements	(22,239,670)		(23,625,186)
Proceeds from obligations under participation agreements	17,023,011		57,103,598
Proceeds from borrowings under repurchase agreements	150,706,606		—
Proceeds from borrowings under revolving line of credit	41,169,295		25,299,713
Repayments of borrowings under revolving line of credit	(55,609,325)		—
Distributions paid	(11,406,028)		(12,224,353)
Proceeds from borrowings under the term loan	—		2,595,576
Repayment of borrowings under the term loan	(93,763,471)		(16,585,001)
Proceeds from secured borrowing	4,151,186		13,196,034
Repayment of secured borrowing	(38,672,291)		—
Proceeds from issuance of unsecured notes payable, net of discount	—		82,464,844
Repayment of mortgage principal	(624,342)		(11,855,650)
Change in interest reserve and other deposits held on investments	(1,890,731)		(1,944,027)
Payment of financing costs	(989,032)		(1,663,250)
Net cash (used in) provided by financing activities	(12,144,792)		112,762,298
Net (decrease) increase in cash, cash equivalents and restricted cash	(18,923,132)		33,198,009
Cash, cash equivalents and restricted cash at beginning of period	51,098,647		32,920,323
Cash, cash equivalents and restricted cash at end of period (Note 2)	$	32,175,515	$	66,118,332


	Nine Months Ended September 30,
	2022		2021
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	16,451,586	$	14,973,631

See notes to unaudited consolidated financial statements.

Terra Property Trust, Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2022

Note 1. Business

Terra Property Trust, Inc. (and, together with its consolidated subsidiaries, the “Company” or “Terra Property Trust”) was incorporated under the Maryland General Corporation Law on December 31, 2015. Terra Property Trust is a real estate credit focused company that originates, structures, funds and manages commercial real estate investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments. The Company’s loans finance the acquisition, construction, development or redevelopment of quality commercial real estate in the United States. The Company focuses on the origination of middle market loans in the approximately $10 million to $50 million range, to finance properties in primary and secondary markets.

On January 1, 2016, Terra Secured Income Fund 5, LLC (“Terra Fund 5”), the Company’s then parent, contributed its consolidated portfolio of net assets to the Company pursuant to a contribution agreement in exchange for shares of the Company’s common stock. Upon receipt of the contribution of the consolidated portfolio of net assets from Terra Fund 5, the Company commenced its operations on January 1, 2016. On March 2, 2020, the Company engaged in a series of transactions pursuant to which the Company issued an aggregate of 4,574,470.35 shares of its common stock in exchange for the settlement of an aggregate of $49.8 million of participation interests in loans held by the Company, cash of $25.5 million and other working capital. As of September 30, 2022, Terra JV, LLC (“Terra JV”) held 87.4% of the issued and outstanding shares of the Company’s common stock with the remainder held by Terra Offshore Funds REIT, LLC (“Terra Offshore REIT”).

The Company has elected to be taxed, and to qualify annually thereafter, as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), commencing with the taxable year ended December 31, 2016. As a REIT, the Company is not subject to federal income taxes on income and gains distributed to the stockholders as long as certain requirements are satisfied, principally relating to the nature of income and the level of distributions, as well as other factors. The Company also operates its business in a manner that permits it to maintain its exemption from registration as an “investment company” under the Investment Company Act of 1940, as amended.

The Company’s investment activities are externally managed by Terra REIT Advisors, LLC (“Terra REIT Advisors” or the “Manager”), a subsidiary of the Company’s sponsor, Terra Capital Partners, LLC (“Terra Capital Partners”), pursuant to a management agreement (the “Management Agreement”), under the oversight of the Company’s board of directors (the “Board”) (Note 7). The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are employees of the Manager or by individuals who were contracted by the Company or by the Manager to work on behalf of the Company pursuant to the terms of the Management Agreement. On April 1, 2021, Mavik Capital Management, LP (“Mavik”), an entity controlled by Vikram S. Uppal, the Chief Executive Officer of the Company, completed a series of related transactions that resulted in all of the outstanding interests in Terra Capital Partners, being acquired by Mavik for a combination of cash and interests in Mavik (the “Recapitalization”). No amendments or other modifications were made to the Management Agreement in connection with the Recapitalization, and the Manager and its personnel continue to serve as the external manager of the Company pursuant to the terms of the Management Agreement.

On October 1, 2022, pursuant to certain Agreement and Plan of Merger, dated as of May 2, 2022 (the “Merger Agreement”), Terra Income Fund 6, Inc. (“Terra BDC”), merged with and into Terra Income Fund 6, LLC (formerly Terra Merger Sub, LLC) (“Terra LLC”), a wholly owned subsidiary of the Company, with Terra LLC continuing as the surviving entity of the merger (the “Merger”) and as a wholly owned subsidiary of the Company (Note 11).

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include all of the Company’s accounts and those of its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.

The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a

Notes to Unaudited Consolidated Financial Statements

variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity.

The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting (see Note 4).

VIE Model

An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

Under the VIE model, limited partnerships are considered VIEs unless a limited partner holds substantive kick-out or participating rights over a general partner. The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

Loans Held for Investment

The Company originates, acquires, and structures real estate-related loans generally to be held to maturity. Loans held for investment are carried at the principal amount outstanding, adjusted for the accretion of discounts on investments and exit fees, and the amortization of premiums on investments and origination fees. The Company’s preferred equity investments, which are economically similar to mezzanine loans and subordinate to any loans but senior to common equity, are accounted for as loans held for investment. Loans are carried at cost less allowance for loan losses.

Allowance for Loan Losses

The Company’s loans are typically collateralized by either the sponsors’ equity interest in the real estate properties or the underlying real estate properties. As a result, the Company regularly evaluates the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations and/or reserve balances are sufficient to cover the debt service requirements currently and into the future; (ii) the ability of the borrower to refinance the loan; and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of the sponsor as well as its competency in managing and operating the real estate property. In addition, the Company considers the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, the capitalization and discount rates; (ii) site inspections; and (iii) current credit spreads and discussions with market participants.

The Manager performs a quarterly evaluation for possible impairment of the Company’s portfolio of loans. A loan is impaired if it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. Impairment is measured based on the present value of expected future cash flows or the fair value of the collateral if the loan is collateral dependent. Upon measurement of impairment, the Company records an allowance to reduce the carrying value of the loan with a corresponding charge to net income.

In conjunction with the quarterly evaluation of loans not considered impaired, the Manager assesses the risk factors of each loan and assigns each loan a risk rating between 1 and 5, which is an average of the numerical ratings in the following categories: (i) sponsor capability and financial condition; (ii) loan and collateral performance relative to underwriting; (iii) quality and stability of collateral cash flows and/or reserve balances; and (iv) loan to value. Based on a 5-point scale, the Company’s loans are rated “1” through “5”, from less risk to greater risk, as follows:

Notes to Unaudited Consolidated Financial Statements


Risk Rating						Description
1						Very low risk
2						Low risk
3						Moderate/average risk
4						Higher risk
5						Highest risk

The Company records an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4”, plus (ii) 5% of the aggregate carrying amount of loans rated as a “5”, plus (iii) impaired loan reserves, if any.

There may be circumstances where the Company modifies a loan by granting the borrower a concession that it might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDRs”) unless the modification solely results in a delay in a payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

Equity Investment in Unconsolidated Investments

The Company accounts for its equity interests in unconsolidated investments under the equity method of accounting, i.e., at cost, increased or decreased by its share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting.

The Company evaluates its equity investment unconsolidated investments on a periodic basis to determine if there are any indicators that the value of its equity investments may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, the Company measures the charge as the excess of the carrying value of its investment over its estimated fair value, which is determined by calculating its share of the estimated fair market value of the underlying net assets based on the terms of the applicable partnership or joint venture agreements.

Marketable Securities

The Company from time to time invests in short term debt and equity securities. These securities are classified as available-for-sale and are carried at fair value. Changes in the fair value of equity securities are recognized in earnings. Changes in the fair value of debt securities are reported in other comprehensive income until a gain or loss on the securities is realized.

Real Estate Owned, Net

Real estate acquired is recorded at its estimated fair value at acquisition and is shown net of accumulated depreciation and impairment charges.

Acquisition of properties generally are accounted for as asset acquisitions. Under asset acquisition accounting, the costs to acquire real estate, including transaction costs, are accumulated and then allocated to individual assets and liabilities acquired based upon their relative fair value. The Company allocates the purchase price of its real estate acquisitions to land, building, tenant improvements, acquired in-place leases, intangibles for the value of any above or below market leases at fair value and to any other identified intangible assets or liabilities. The Company amortizes the value allocated to in-place leases over the remaining lease term, which is reported in depreciation and amortization expense on its consolidated statements of operations. The value allocated to above or below market leases are amortized over the remaining lease term as an adjustment to rental income.

Real estate assets are depreciated using the straight-line method over their estimated useful lives: buildings and improvements - not to exceed 40 years, and tenant improvements - shorter of the lease term or life of the asset. Ordinary repairs and maintenance which are not reimbursed by the tenants are expensed as incurred. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their estimated useful life.

Management reviews the Company’s real estate for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of recoverability is based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are

Notes to Unaudited Consolidated Financial Statements

insufficient to recover the carrying amount of the real estate assets. If impaired, the real estate asset will be written down to its estimated fair value.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases in which the Company is the lessee are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s lease typically does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made in advance and excludes lease incentives if there were any. The Company’s lease term may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Revenue Recognition

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Interest Income: Interest income is accrued based upon the outstanding principal amount and contractual terms of the loans and preferred equity investments that the Company expects to collect and it is accrued and recorded on a daily basis. Discounts and premiums on investments purchased are accreted or amortized over the expected life of the respective loan using the effective yield method, and are included in interest income in the consolidated statements of operations. Loan origination fees and exit fees, net of portions attributable to obligations under participation agreements, are capitalized and amortized or accreted to interest income over the life of the investment using the effective yield method. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of the Manager, recovery of income and principal becomes doubtful. Outstanding interest receivable is assessed for recoverability. Interest is then recorded on the basis of cash received until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability.

The Company holds loans in its portfolio that contain paid-in-kind (“PIK”) interest provisions. The PIK interest, which represents contractually deferred interest that is added to the principal balance that is due at maturity, is recorded on the accrual basis.

Real Estate Operating Revenues: Real estate operating revenue is derived from leasing of space to various types of tenants. The leases are for fixed terms of varying length and generally provide for annual rent increases and expense reimbursements to be paid in monthly installments. Lease revenue, or rental income from leases, is recognized on a straight-line basis over the term of the respective leases. Additionally, the Company recorded above- and below-market lease intangibles, which are included in real estate owned, net, in connection with the acquisition of the real estate properties. These intangible assets and liabilities are amortized to lease revenue over the remaining contractual lease term.

Other Revenues: Prepayment fee income is recognized as prepayments occur. All other income is recognized when earned.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments, with original maturities of ninety days or less when purchased, as cash equivalents. Cash and cash equivalents are exposed to concentrations of credit risk. The Company maintains all of its cash at financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation.

Restricted cash represents cash held as additional collateral by the Company on behalf of the borrowers related to the investments in loans or preferred equity instruments for the purpose of such borrowers making interest and property-related operating payments. Restricted cash is not available for general corporate purposes. The related liability is recorded in “Interest reserve and other deposits held on investments” on the consolidated balance sheets.

Cash held in escrow by lender represents amounts funded to an escrow account for debt services and tenant improvements.

Notes to Unaudited Consolidated Financial Statements

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Company’s consolidated balance sheets to the total amount shown in its consolidated statements of cash flows:


	September 30,
	2022		2021
Cash and cash equivalents	$	21,957,216	$	51,975,601
Restricted cash	5,521,080		10,201,589
Cash held in escrow by lender	4,697,219		3,941,142
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	32,175,515	$	66,118,332

Participation Interests

Loan participations from the Company which do not qualify for sale treatment remain on the Company’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements. For the investments for which participation has been granted, the interest earned on the entire loan balance is recorded within “Interest income” and the interest related to the participation interest is recorded within “Interest expense from obligations under participation agreements” in the consolidated statements of operations. Interest expense from obligations under participation agreement is reversed when recovery of interest income on the related loan becomes doubtful. See “Obligations under Participation Agreements” in Note 8 for additional information.

Term Loan

The Company previously financed certain of its senior loans through borrowings under an indenture and credit agreement. The Company accounted for the borrowings as a term loan, which was carried at the contractual amount (cost), net of unamortized deferred financing fees. On February 18, 2022, the Company refinanced the Term Loan (as defined below) with a new repurchase agreement. See “Term Loan” in Note 8 for additional information.

Repurchase Agreements

The Company finances certain of its senior loans held for investment through repurchase transactions under master repurchase agreements. The Company accounts for the repurchase transactions as secured borrowing transactions, which are carried at their contractual amounts (cost), net of unamortized deferred financing fees. See “Repurchase Agreements” in Note 8 for additional information.

Fair Value Measurements

United States generally accepted accounting principles (“U.S. GAAP”) establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The Company has not elected the fair value option for its financial instruments, including loans held for investment, loans held for investment acquired through participation, obligations under participation agreements, secured borrowing, unsecured notes, mortgage loan payable, term loan payable, repurchase agreement payment and revolving line of credit. Such financial instruments are carried at cost, less impairment, where applicable. Marketable securities are financial instruments that are reported at fair value.

Deferred Financing Costs

Deferred financing costs represent fees and expenses incurred in connection with obtaining financing for investments. These costs are presented in the consolidated balance sheets as a direct deduction of the debt liability to which the costs pertain. These costs are amortized using the effective interest method and are included in interest expense on the applicable borrowings in the consolidated statements of operations over the life of the borrowings.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code commencing with the taxable year ended December 31, 2016. In order to qualify as a REIT, the Company is required, among other things, to distribute at least 90% of its REIT net taxable income to the stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, the

Notes to Unaudited Consolidated Financial Statements

Company is not subject to federal income taxes on income and gains distributed to the stockholders as long as certain requirements are satisfied, principally relating to the nature of income and the level of distributions, as well as other factors. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax for taxable years before 2018) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. Any gains from the sale of foreclosed properties within two years are subject to U.S. federal and state income taxes at regular corporate rates. As of September 30, 2022, the Company has satisfied all the requirements for a REIT.

The Company did not have any uncertain tax positions that met the recognition or measurement criteria of Accounting Standards Codification (“ASC”) 740-10-25, Income Taxes, nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in its consolidated statements of operations. For the three and nine months ended September 30, 2022 and 2021, the Company did not incur any interest or penalties. Although the Company files federal and state tax returns, its major tax jurisdiction is federal. The Company’s 2019-2021 federal tax returns remain subject to examination by the Internal Revenue Service.

Earnings Per Share

The Company has a simple equity capital structure with only common stock and preferred stock outstanding. As a result, earnings per share, as presented, represent both basic and dilutive per-share amounts for the periods presented in the consolidated financial statements. Income per basic share of common stock is calculated by dividing net income allocable to common stock by the weighted-average number of shares of common stock issued and outstanding during such period.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those estimates, and those differences could be material.

The coronavirus (“COVID-19”) pandemic has had a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. As the COVID-19 pandemic evolved from its emergence in early 2020, so has its global impact. During the course of the pandemic, many countries have re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel and in some cases have at times limited operations of certain businesses and taken other restrictive measures designed to help slow the spread of COVID-19 and its variants. Governments and businesses have also instituted vaccine mandates and testing requirements for employees. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of the Company’ loans. Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future. For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess. The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2022, however uncertainty over the ultimate impact of COVID-19, rising inflation and increases in interest rates on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of September 30, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19, macroeconomic changes, and geopolitical events.

Segment Information

The Company’s primary business is originating, acquiring and structuring real estate-related loans related to high quality commercial real estate. From time to time, the Company may acquire real estate encumbering the senior loans through foreclosure. However, management treats the operations of the real estate acquired through foreclosure as the continuation of the original senior loans. The Company operates in a single segment focused on mezzanine loans, other loans and preferred equity investments, and to a lesser extent, owning and managing real estate.

Notes to Unaudited Consolidated Financial Statements

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. In April 2019, the FASB issued additional amendments to clarify the scope of ASU 2016-13 and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. In May 2019, the FASB issued ASU 2019-05 — Targeted Transition Relief, which provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In October 2019, the FASB decided that for smaller reporting companies, ASU 2016-13 and related amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of a smaller reporting company under the regulation of the Securities and Exchange Commission. As such, the Company will adopt this ASU and related amendments on January 1, 2023. Management is currently evaluating the impact this change will have on the Company’s consolidated financial statements and disclosures.

London Interbank Offered Rate (“LIBOR”) is a benchmark interest rate referenced in a variety of agreements that are used by all types of entities. In July 2017, the U.K. Financial Conduct Authority, which regulates the LIBOR administrator, ICE Benchmark Administration Limited (“IBA”), announced that it would cease to compel banks to participate in setting LIBOR as a benchmark by the end of 2021, which has subsequently been delayed to June 30, 2023. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In the event LIBOR is unavailable, the Company’s investment documents provide for a substitute index, on a basis generally consistent with market practice, intended to put the Company in substantially the same economic position as LIBOR. As a result, the Company does not expect the reference rate reform and the adoption of ASU 2020-04 and ASU 2021-01 to have a material impact on its consolidated financial statements and disclosures.

Note 3. Loans Held for Investment

Portfolio Summary

The following table provides a summary of the Company’s loan portfolio as of September 30, 2022 and December 31, 2021:


	September 30, 2022									December 31, 2021
	Fixed Rate			Floating Rate (1)(2)(3)			Total			Fixed Rate			Floating Rate (1)(2)(3)			Total
Number of loans	4			17			21			6			15			21
Principal balance	$	44,218,162		$	465,046,452		$	509,264,614		$	74,880,728		$	405,270,423		$	480,151,151
Carrying value	$	44,483,378		$	445,695,865		$	490,179,243		$	75,520,212		$	394,153,102		$	469,673,314
Fair value	$	43,983,296		$	442,446,124		$	486,429,420		$	75,449,410		$	391,752,209		$	467,201,619
Weighted-average coupon rate	13.67		%	9.68		%	10.03		%	12.39		%	7.01		%	7.85		%
Weighted-average remaining term (years)	1.86			1.01			1.08			1.93			1.45			1.53

_______________

(1)These loans pay a coupon rate of LIBOR or Secured Overnight Financing Rate (“SOFR”), as applicable, plus a fixed spread. Coupon rate shown was determined using LIBOR of 3.14%, average SOFR of 2.47% and forward-looking term rate based on SOFR (“Term SOFR”) of 3.04% as of September 30, 2022 and LIBOR of 0.10% as of December 31, 2021.

Notes to Unaudited Consolidated Financial Statements

(2)As of September 30, 2022 and December 31, 2021, amount included $333.5 million and $290.6 million of senior mortgages used as collateral for $219.4 million and $176.9 million of borrowings under credit facilities, respectively (Note 8).

(3)As of September 30, 2022 and December 31, 2021, fifteen and thirteen of these loans, respectively, are subject to a LIBOR or SOFR floor, as applicable.

Lending Activities

The following table presents the activities of the Company’s loan portfolio for the nine months ended September 30, 2022 and 2021:


	Loans Held for Investment		Loans Held for Investment through Participation Interests		Total
Balance, January 1, 2022	$	457,329,582	$	12,343,732	$	469,673,314
New loans made	155,653,368		32,225,275		187,878,643
Principal repayments received	(158,765,183)		—		(158,765,183)
Net amortization of premiums on loans	(122,783)		—		(122,783)
Accrual, payment and accretion of investment-related fees and other, net	489,352		289,958		779,310
Provision for loan losses	(9,264,058)		—		(9,264,058)
Balance, September 30, 2022	$	445,320,278	$	44,858,965	$	490,179,243


	Loans Held for Investment		Loans Held for Investment through Participation Interests		Total
Balance, January 1, 2021	$	417,986,462	$	4,294,053	$	422,280,515
New loans made	163,504,926		—		163,504,926
Principal repayments received	(101,659,237)		(4,250,000)		(105,909,237)
PIK interest (1)	1,955,109		—		1,955,109
Net amortization of premiums on loans	(46,043)		—		(46,043)
Accrual, payment and accretion of investment-related fees and other, net	938,233		(44,053)		894,180
Realized loss on loan repayments (2)(3)	(651,553)		—		(651,553)
Provision for loan losses	(1,565,245)		—		(1,565,245)
Balance, September 30, 2021	$	480,462,652	$	—	$	480,462,652

_______________

(1)Certain loans in the Company’s portfolio contain PIK interest provisions. The PIK interest represents contractually deferred interest that is added to the principal balance. PIK interest related to obligations under participation agreements amounted $1.0 million for the nine months ended September 30, 2021.

(2)On September 2, 2021, the Company foreclosed on a hotel property encumbered by a first mortgage and the related subordinated mezzanine loan, both of which were held by the Company, with an aggregate principal balance $14.6 million. On September 23, 2021, the hotel property was sold to a third party for $13.8 million. The net proceeds from the sale, together with a payment under a contractual guarantee of $0.8 million from the borrower, were used to pay off both loans in full. In connection with the loan repayment, the related obligation under participation agreement of $6.4 million was simultaneously satisfied. In connection with the loan repayment, the Company recorded a loss of $0.4 million related to the write-off of the interest accrued but uncollected in the third quarter of 2021, excluding the amount attributable to obligations under participation agreements of $0.1 million.

(3)Amount also included realized loss of $0.3 million related to the TDR transaction described below.

Notes to Unaudited Consolidated Financial Statements

Portfolio Information

The tables below detail the types of loans in the Company’s loan portfolio, as well as the property type and geographic location of the properties securing these loans as of September 30, 2022 and December 31, 2021:


	September 30, 2022						December 31, 2021
Loan Structure	Principal Balance		Carrying Value		% of Total		Principal Balance		Carrying Value		% of Total
First mortgages	$	370,623,912	$	374,105,299	76.4	%	$	345,454,454	$	348,101,455	74.0	%
Preferred equity investments	81,321,345		81,321,345		16.6	%	92,252,340		92,400,572		19.7	%
Mezzanine loans	32,319,357		32,446,235		6.6	%	17,444,357		17,622,804		3.8	%
Credit facility	25,000,000		25,228,903		5.1	%	25,000,000		25,206,964		5.4	%
Allowance for loan losses	—		(22,922,539)		(4.7)	%	—		(13,658,481)		(2.9)	%
Total	$	509,264,614	$	490,179,243	100.0	%	$	480,151,151	$	469,673,314	100.0	%


	September 30, 2022						December 31, 2021
Property Type	Principal Balance		Carrying Value		% of Total		Principal Balance		Carrying Value		% of Total
Office	$	174,823,408	$	175,316,386	35.8	%	$	221,596,870	$	222,426,872	47.3	%
Multifamily	122,292,865		123,503,449		25.2	%	80,805,787		81,835,756		17.4	%
Industrial	63,349,686		63,622,877		13.0	%	32,000,000		32,206,964		6.9	%
Infill land	48,079,150		48,619,458		9.9	%	28,960,455		28,923,827		6.2	%
Hotel - full/select service	43,222,382		43,738,349		8.9	%	56,847,381		57,395,682		12.2	%
Mixed use	29,497,123		29,558,901		6.0	%	28,940,658		28,977,024		6.2	%
Student housing	28,000,000		28,742,362		5.9	%	31,000,000		31,565,670		6.7	%
Allowance for loan losses	—		(22,922,539)		(4.7)	%	—		(13,658,481)		(2.9)	%
Total	$	509,264,614	$	490,179,243	100.0	%	$	480,151,151	$	469,673,314	100.0	%


	September 30, 2022						December 31, 2021
Geographic Location	Principal Balance		Carrying Value		% of Total		Principal Balance		Carrying Value		% of Total
United States
California	$	177,543,240	$	179,406,220	36.6	%	$	234,968,151	$	237,015,597	50.4	%
New York	81,321,345		81,321,345		16.6	%	92,252,340		92,400,572		19.7	%
Georgia	55,565,351		55,824,187		11.4	%	53,289,288		53,536,884		11.4	%
Washington	51,517,559		51,778,575		10.6	%	3,523,401		3,382,683		0.7	%
New Jersey	48,428,836		48,748,885		9.9	%	—		—		—	%
Arizona	31,000,000		31,264,547		6.4	%	—		—		—	%
North Carolina	28,888,283		29,015,661		5.9	%	44,492,971		44,704,699		9.5	%
Utah	28,000,000		28,742,362		5.9	%	28,000,000		28,420,056		6.1	%
Massachusetts	7,000,000		7,000,000		1.4	%	7,000,000		7,000,000		1.5	%
Texas	—		—		—	%	13,625,000		13,725,690		2.9	%
South Carolina	—		—		—	%	3,000,000		3,145,614		0.7	%
Allowance for loan losses	—		(22,922,539)		(4.7)	%	—		(13,658,481)		(2.9)	%
Total	$	509,264,614	$	490,179,243	100.0	%	$	480,151,151	$	469,673,314	100.0	%

Notes to Unaudited Consolidated Financial Statements

Loan Risk Rating

As described in Note 2, the Manager evaluates the Company’s loan portfolio on a quarterly basis or more frequently as needed. In conjunction with the quarterly review of the Company’s loan portfolio, the Manager assesses the risk factors of each loan, and assigns a risk rating based on a five-point scale with “1” being the lowest risk and “5” being the greatest risk.

The following table allocates the principal balance and the carrying value of the Company’s loans based on the loan risk rating as of September 30, 2022 and December 31, 2021:


	September 30, 2022							December 31, 2021
Loan Risk Rating	Number of Loans	Principal Balance		Carrying Value		% of Total		Number of Loans	Principal Balance		Carrying Value		% of Total
1	—	$	—	$	—	—	%	—	$	—	$	—	—	%
2	2	25,000,000		25,041,664		4.9	%	2	25,000,000		25,041,124		5.2	%
3	16	402,943,269		406,738,773		79.3	%	15	349,273,811		352,164,409		72.9	%
4	—	—		—		—	%	1	60,012,639		60,012,639		12.4	%
5	—	—		—		—	%	—	—		—		—	%
Other (1)	3	81,321,345		81,321,345		15.8	%	3	45,864,701		46,113,623		9.5	%
	21	$	509,264,614	513,101,782		100.0	%	21	$	480,151,151	483,331,795		100.0	%
Allowance for loan losses				(22,922,539)							(13,658,481)
Total, net of allowance for loan losses				$	490,179,243						$	469,673,314

_______________

(1)Because these loans have an event of default, they are removed from the pool of loans on which a general allowance is calculated and are evaluated for collectability individually. As of both September 30, 2022 and December 31, 2021, the specific allowance for loan losses on these loans were $22.9 million and $12.8 million, respectively, as a result of a decline in the fair value of the respective collateral.

As of September 30, 2022, the Company did not have any loans with a loan risk rating of “4” or “5”, and did not record any general allowance for loan losses for the three and nine months ended September 30, 2022. As of September 30, 2022, the Company had three loans deemed impaired and recorded specific allowance for loan losses of $9.2 million and $9.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2021, the Company had one loan with a loan risk rating of “4” and no loans with a loan risk rating of “5”, and reversed the previously recorded general allowance for loan losses of $0.4 million for the nine months ended September 30, 2021. Additionally, as of September 30, 2021, the Company had three loans deemed impaired and recorded specific allowance for loan losses of $0.7 million and $2.0 million for the three and nine months ended September 30, 2021, respectively.

The following table presents the activity in the Company’s allowance for loan losses for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022		2021
Allowance for loan losses, beginning of period	$	13,658,481	$	3,738,758
Provision for loan losses	9,264,058		1,565,245
Charge-offs (1)	—		(984,440)
Recoveries	—		—
Allowance for loan losses, end of period	$	22,922,539	$	4,319,563

_______________

(1)Amount related to the TDR below.

As of September 30, 2022 and December 31, 2021, the Company had two loans and one loan that were in default, respectively. Additionally, for the three months ended September 30, 2022 and 2021, the Company suspended interest income accrual of $2.8 million and $1.1 million on three loans, respectively, because recovery of such income was doubtful. For the nine months ended September 30, 2022 and 2021, the Company suspended interest income accrual of $5.1 million and $2.4 million on three loans, respectively, because recovery of such income was doubtful.

Notes to Unaudited Consolidated Financial Statements

Troubled Debt Restructuring

As of September 30, 2022, there were no investments qualified as trouble debt restructuring. As of December 31, 2021, the Company had a recorded investment in troubled debt restructuring of $13.7 million. This investment was repaid in full in April 2022.

Due to financial difficulty resulting from the COVID-19 pandemic, a borrower defaulted on interest payments in May 2020 on a $3.5 million mezzanine loan, and the Company subsequently suspended the interest accrual. The Company purchased the senior loan from a third-party lender on September 3, 2021 in order to facilitate a refinancing. Subsequently on September 23, 2021, the senior and mezzanine loans were refinanced and the Company issued a new senior loan with a committed amount of $14.7 million, of which $13.6 million was funded at closing. The concession granted in the refinancing was the forgiveness of principal and accrued interest of $1.3 million on the mezzanine loan, of which $1.0 million was previously recorded as an allowance for loan losses, in addition to $0.4 million of nonaccrual interest. The Company classified the refinancing as a TDR as it met all the conditions to be considered a TDR pursuant to ASC 310-40.

The following table summarizes the recorded investment of TDR as of the date of restructuring:


Number of loans modified	1
Pre-modified recorded carrying value	$	18,503,470
Post-modified recorded carrying value (1)	$	13,625,000

Once classified as a TDR, the new senior loan was classified as an impaired loan until it was extinguished and the carrying value was evaluated at each reporting date for collectability based on the fair value of the underlying collateral. For the period from January 1, 2022 through the date of repayment on April 1, 2022, income from the new senior loan was $0.3 million. For the period ended September 30, 2021, interest income from the new senior loan was $0.2 million.

Note 4. Equity Investment in Unconsolidated Investments

The Company owns interests in a limited partnership and three joint ventures. The Company accounts for its interests in these investments under the equity method of accounting (Note 2). The Company classifies distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

Equity Investment in a Limited Partnership

On August 3, 2020, the Company entered into a subscription agreement with Mavik Real Estate Special Opportunities Fund, LP (“RESOF”) whereby the Company committed to fund up to $50.0 million to purchase a limited partnership interest in RESOF. RESOF’s primary investment objective is to generate attractive risk-adjusted returns by purchasing performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. RESOF may also opportunistically originate high-yield mortgages or loans in real estate special situations including rescue financings, bridge loans, restructurings and bankruptcies (including debtor-in-possession loans). The general partner of RESOF is Mavik Real Estate Special Opportunities Fund GP, LLC, which is a subsidiary of the Company’s sponsor, Terra Capital Partners. As of September 30, 2022 and December 31, 2021, the unfunded commitment was $19.3 million and $15.1 million, respectively.

The Company evaluated its equity interest in RESOF and determined it does not have a controlling financial interest and is not the primary beneficiary. Accordingly, the equity interest in RESOF is accounted for as an equity method investment. As of September 30, 2022 and December 31, 2021, the Company owned 30.9% and 50.0% of the equity interest in RESOF, respectively. As of September 30, 2022 and December 31, 2021, the carrying value of the Company’s investment in RESOF was $39.9 million and $40.5 million, respectively. For the three and nine months ended September 30, 2022, the Company recorded equity income from RESOF of $2.1 million and $5.0 million, respectively, and did not receive any distributions from RESOF. For the three and nine months ended September 30, 2021, the Company recorded equity income from RESOF of $1.8 million and $4.6 million, respectively, and received distributions of $5.0 million from RESOF for both the three and nine months ended September 30, 2021.

Notes to Unaudited Consolidated Financial Statements

In connection with the equity investment in RESOF, the Company paid origination fees to the Manager totaling $0.5 million, to be amortized to equity income on a straight-line basis over the life of RESOF.

The following tables present summarized financial information of the Company’s equity investment in RESOF. Amounts provided are the total amounts attributable to the investment and do not represent the Company’s proportionate share:


	September 30, 2022		December 31, 2021
Investments at fair value (cost of $177,463,756 and $107,261,022, respectively)	$	179,957,744	$	108,359,898
Other assets	21,161,755		5,484,087
Total assets	201,119,499		113,843,985
Revolving line of credit, net of financing costs	14,750,714		14,909,717
Obligations under participation agreement (proceeds of $41,726,565 and $14,252,357, respectively)	42,060,509		14,351,617
Other liabilities	18,217,762		5,296,603
Total liabilities	75,028,985		34,557,937
Partners’ capital	$	126,090,514	$	79,286,048


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total investment income	$	12,581,277	$	3,116,999	$	23,317,312	$	7,857,322
Total expenses	3,434,548		490,011		6,489,678		1,505,586
Net investment income	9,146,729		2,626,988		16,827,634		6,351,736
Unrealized (depreciation) appreciation on investments	(644,446)		(80,655)		917,745		102,328
Net increase in partners’ capital resulting from operations	$	8,502,283	$	2,546,333	$	17,745,379	$	6,454,064

Equity Investment in Joint Ventures

As of September 30, 2022, the Company owned equity interests in three joint ventures that invest in real estate properties. The Company evaluated its equity interests in the joint ventures and determined it does not have a controlling financial interest and is not the primary beneficiary. Accordingly, the equity interests in the joint ventures are accounted for as equity method investments. In September 2022, the Company sold a 53% effective interest in two joint ventures and 59% effective interest in another joint venture for a total of $33.7 million and recognized a gain on sale of $0.8 million. The following table presents the Company’s beneficial ownership interests in its equity investments in the joint ventures and their respective carrying values:


		September 30, 2022			December 31, 2021
Entity	Co-owner (1)	Beneficial Ownership Interest	Carrying Value		Beneficial Ownership Interest	Carrying Value
LEL Arlington JV LLC (1)	Affiliate/Third party	27%	$	7,930,844	80%	$	23,949,044
LEL NW 49th JV LLC (1)	Affiliate/Third party	27%	1,737,626		80%	5,306,467
TCG Corinthian FL Portfolio JV LLV (1)(2)	Affiliate/Third Party	31%	7,465,926		90%	—
			$	17,134,396		$	29,255,511

_______________

(1)The Company sold a portion of the interest in this investment to an affiliate in September 2022.

(2)This investment was purchased from a third party in March 2022.

Notes to Unaudited Consolidated Financial Statements

The following tables present estimated combined summarized financial information of the Company’s equity investment in the joint ventures. Amounts provided are the total amounts attributable to the joint ventures and do not represent the Company’s proportionate share:


	September 30, 2022		December 31, 2021
Net investments in real estate	$	197,690,556	$	115,636,424
Other assets	13,291,887		4,856,249
Total assets	210,982,443		120,492,673
Mortgage loan payable	147,059,293		83,445,235
Other liabilities	3,936,266		1,305,572
Total liabilities	150,995,559		84,750,807
Members’ capital	$	59,986,884	$	35,741,866


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues	$	3,830,398	$	—	$	9,961,868	$	—
Operating expenses	(1,960,888)		—		(4,984,553)		—
Depreciation expense	(1,296,079)		—		(3,051,976)		—
Interest expense	(2,269,662)		—		(5,099,449)		—
Unrealized gains	1,617,548		—		3,023,925		—
Net loss	$	(78,683)	$	—	$	(150,185)	$	—

For the three and nine months ended September 30, 2022, the Company recorded equity loss from the joint ventures of $0.6 million and $0.7 million, respectively, and received distributions from the joint ventures of $0.2 million and $0.9 million, respectively. There was no such equity income or loss recorded or distributions received for the three and nine months ended September 30, 2021. In connection with these investments, the Company paid origination fee to the Manager totaling $0.5 million, to be amortized to equity income over the life of the respective joint venture.

Note 5. Real Estate Owned, Net

Real Estate Activities

2022 — In June 2022, the Company sold 4.9 acres of land it owned in Pennsylvania for net proceeds of $8.6 million, and recognized a net loss on sale of $0.1 million excluding impairment charges of $1.6 million and $3.4 million recognized in March 2022 and December 2021, respectively.

2021 — In September 2021, the Company signed a new lease for the vacant space in an office building. The lease commenced on December 1, 2021 and has term of 10 years with an option to extend the lease for 5 years. Additionally, the lease provides for a fixed rental payment plus a percentage rent that is based on 6% of the gross sales of the tenant’s business. The lease also provides a 3% increase in rental payment every year.

In November 2021, the Company received notice from a tenant of their intention to terminate its lease effective November 30, 2022. In connection with the lease termination, the Company received a termination fee of $3.1 million, to be amortized to income over the remaining life of the lease.

In December 2021, the Company recorded an impairment charge of $3.4 million on the 4.9 acres of land in order to reduce the carrying value of the land to its estimated fair value, which is the estimated selling price less the cost of sale.

Notes to Unaudited Consolidated Financial Statements

Real Estate Owned, Net

Real estate owned was comprised of 4.9 acres of land located in Pennsylvania and a multi-tenant office building, with lease intangible assets and liabilities, located in California. The following table presents the components of real estate owned, net:


	September 30, 2022						December 31, 2021
	Cost		Accumulated Depreciation/Amortization		Net		Cost		Accumulated Depreciation/Amortization		Net
Real estate:
Land (1)	$	—	$	—	$	—	$	10,000,000	$	—	$	10,000,000
Building and building improvements	51,725,969		(5,388,178)		46,337,791		51,725,969		(4,418,305)		47,307,664
Tenant improvements	1,854,640		(1,155,328)		699,312		1,854,640		(947,369)		907,271
Furniture and fixtures	236,000		(196,667)		39,333		236,000		(125,867)		110,133
Total real estate	53,816,609		(6,740,173)		47,076,436		63,816,609		(5,491,541)		58,325,068
Lease intangible assets:
In-place lease	14,982,538		(11,533,813)		3,448,725		14,982,538		(7,627,326)		7,355,212
Above-market rent	156,542		(73,151)		83,391		156,542		(59,983)		96,559
Total intangible assets	15,139,080		(11,606,964)		3,532,116		15,139,080		(7,687,309)		7,451,771
Lease intangible liabilities:
Below-market rent	(2,754,922)		2,248,420		(506,502)		(2,754,922)		1,496,125		(1,258,797)
Above-market ground lease	(8,896,270)		543,118		(8,353,152)		(8,896,270)		445,357		(8,450,913)
Total intangible liabilities	(11,651,192)		2,791,538		(8,859,654)		(11,651,192)		1,941,482		(9,709,710)
Total real estate	$	57,304,497	$	(15,555,599)	$	41,748,898	$	67,304,497	$	(11,237,368)	$	56,067,129

_______________

(1)The 4.9 acres of land in Pennsylvania was sold by the Company in the second quarter of 2022.

Real Estate Operating Revenues and Expenses

The following table presents the components of real estate operating revenues and expenses that are included in the consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Real estate operating revenues:
Lease revenue	$	1,752,594	$	1,805,647	$	5,251,417	$	5,417,341
Other operating income	1,210,218		385,531		3,682,170		1,051,178
Total	$	2,962,812	$	2,191,178	$	8,933,587	$	6,468,519
Real estate operating expenses:
Utilities	$	84,769	$	82,672	$	186,274	$	153,140
Real estate taxes	353,361		356,350		1,044,520		1,046,823
Repairs and maintenances	171,085		184,173		498,318		453,391
Management fees	68,867		55,609		206,954		205,915
Lease expense, including amortization of above-market ground lease (1)	487,163		487,163		1,461,489		1,597,239
Other operating expenses	109,604		98,534		342,585		295,413
Total	$	1,274,849	$	1,264,501	$	3,740,140	$	3,751,921

_______________

(1)As discussed in “Leases” below, the multi-tenant office building is subject to a ground lease, for which the rent resets every five years. The last rent reset was on November 1, 2020. Based on information available to the Company as of November 1, 2020, including the fact that there was a global pandemic with a potentially significant negative impact on real estate

Notes to Unaudited Consolidated Financial Statements

values, the Company estimated the value of the land was no greater than the value on the date of foreclosure and continued to accrue and pay rent at the then-existing rate. On June 2, 2021, the third-party appraisal process was completed, resulting in an increase of the annual base rent to $2.1 million from $1.3 million. The increase in base rent was retroactive back to November 1, 2020. The Company accounted for the change in base rent as a change in accounting estimate; as a result, the increase in rent from November 2020 through March 2021 was recorded in the period in which the change occurred, which is June 2021. Had the new base rent been recorded on November 1, 2020, lease expense including amortization of above-market ground lease would have been $1.3 million for the nine months ended September 30, 2021, and total real estate operating expenses would have been $3.4 million for the nine months ended September 30, 2021.

Leases

As of September 30, 2022, the Company owned a multi-tenant office building that was leased to four tenants. In addition, the office building is subject to a ground lease whereby the Company is the lessee (or a tenant) to the ground lease. The ground lease had a remaining lease term of 64.6 years as of September 30, 2022, and provides for a new base rent every 5 years based on the greater of the annual base rent for the prior lease year or 9% of the fair market value of the land. The next rent reset on the ground lease is scheduled for November 1, 2025. The Company is currently litigating with the landlord with respect to the appropriate method for determining the fair value of the land for purposes of setting the ground rent – Terra Ocean Ave., LLC v. Ocean Avenue Santa Monica Realty LLC, Superior Court of California, Los Angeles County, Case No. 20STCV34217. The Company believes this determination should be based on comparable sales, while the landlord insists that the rent under the ground lease itself is also relevant. The Company’s position has prevailed in all three of the prior arbitrations to reset the ground rent. Since future rent reset determinations under the ground lease cannot be known at this time, the Company did not include any potential future rent increases in calculating the present value of future rent payments. The Company intends vigorously to pursue the litigation. While the Company believes its arguments will likely prevail, the outcome of the legal proceeding cannot be predicted with certainty. If the landlord prevails, the future rent reset determinations could result in significantly higher ground rent, which would likely result in a significant diminution in the value of the Company’s interest in the ground lease and the office building.

Scheduled Future Minimum Rent Income

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants, under non-cancelable operating leases at September 30, 2022 are as follows:


Years Ending December 31,	Total
2022 (October 1 through December 31)	$	1,625,511
2023	4,235,538
2024	4,380,043
2025	792,925
2026	816,724
2027	598,943
Thereafter	1,815,497
Total	$	14,265,181

Notes to Unaudited Consolidated Financial Statements

Scheduled Annual Net Amortization of Intangibles

Based on the intangible assets and liabilities recorded at September 30, 2022, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows:


Years Ending December 31,	Net Decrease in Real Estate Operating Revenue (1)		Increase in Depreciation and Amortization (1)		Decrease in Rent Expense (1)		Total
2022 (October 1 through December 31)	$	(187,426)	$	1,050,427	$	(32,588)	$	830,413
2023	(139,056)		1,093,878		(130,348)		824,474
2024	(139,056)		1,093,878		(130,348)		824,474
2025	17,556		87,121		(130,348)		(25,671)
2026	17,556		87,121		(130,348)		(25,671)
2027	7,315		36,300		(130,348)		(86,733)
Thereafter	—		—		(7,668,824)		(7,668,824)
Total	$	(423,111)	$	3,448,725	$	(8,353,152)	$	(5,327,538)

_______________

(1)Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to lease revenues; amortization of in-place lease intangibles is included in depreciation and amortization; and amortization of above-market ground lease is recorded as a reduction to rent expense.

Supplemental Ground Lease Disclosures

Supplemental balance sheet information related to the ground lease was as follows:


	September 30, 2022			December 31, 2021
Operating lease
Operating lease right-of-use asset	$	27,382,939		$	27,394,936
Operating lease liability	$	27,382,939		$	27,394,936

Weighted average remaining lease term — operating lease (years)	64.1			64.8

Weighted average discount rate — operating lease	7.6		%	7.6		%

The component of lease expense for the ground lease was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost (1)	$	519,750	$	519,750	$	1,559,250	$	1,695,000

_______________

(1)The decrease in operating lease cost for the nine months ended September 30, 2022 as compared to the same period in 2021 was a result of the ground rent reset in 2021 as described above.

Supplemental non-cash information related to the ground lease was as follows:


	Nine Months Ended September 30,
	2022		2021
Amounts included in the measurement of lease liability:
Operating cash flows from an operating lease	$	1,559,250	$	1,695,000

Right-of-use asset obtained in exchange for lease obligations:
Operating lease	$	1,559,250	$	1,695,000

Notes to Unaudited Consolidated Financial Statements

Maturities of operating lease liability are as follows:


Years Ending December 31,	Operating Lease
2022 (October 1 through December 31)	$	519,750
2023	2,079,000
2024	2,079,000
2025	2,079,000
2026	2,079,000
2027	2,079,000
Thereafter	122,227,875
Total lease payments	133,142,625
Less: Imputed interest	(105,759,686)
Total	$	27,382,939

Note 6. Fair Value Measurements

The Company adopted the provisions of ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 established a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments measured and reported at fair value are classified and disclosed into one of the following categories based on the inputs as follows:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access.

Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs.

Level 3 — Significant unobservable inputs are based on the best information available in the circumstances, to the extent observable inputs are not available, including the Company’s own assumptions used in determining the fair value of investments. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

As of September 30, 2022 and December 31, 2021, the Company has not elected the fair value option for its financial instruments, including loans held for investment, loans held for investment acquired through participation, obligations under participation agreements, secured borrowing, term loan payable, repurchase agreement payable, mortgage loan payable and revolving line of credit. Such financial instruments are carried at cost, less impairment or less net deferred costs, where applicable. Marketable securities are financial instruments that are reported at fair value.

Notes to Unaudited Consolidated Financial Statements

Financial Instruments Carried at Fair Value on a Recurring Basis

From time to time, the Company may invest in short-term debt and equity securities which are classified as available-for-sale securities, which are presented at fair value on the consolidated balance sheet. Changes in the fair value of equity securities are recognized in earnings. Changes in the fair value of debt securities are reported in other comprehensive income until the securities are realized.

As of September 30, 2022, the Company didn’t own any marketable securities. The following tables present fair value measurements of marketable securities, by major class, as of December 31, 2021, according to the fair value hierarchy:


	December 31, 2021
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Marketable Securities:
Equity securities	$	1,310,000	$	—	$	—	$	1,310,000
Total	$	1,310,000	$	—	$	—	$	1,310,000

The following table presents the activities of the marketable securities for the periods presented.


	Nine Months Ended September 30,
	2022		2021
Beginning balance	$	1,310,000	$	1,287,500
Purchases	—		6,479,147
Proceeds from sale	(1,259,417)		(3,328,157)
Reclassification of net realized gains on marketable securities into earnings	83,411		22,428
Unrealized losses on marketable securities	(133,994)		(23,063)
Ending balance	$	—	$	4,437,855

Financial Instruments Not Carried at Fair Value

The following table presents the carrying value, which represents the principal amount outstanding, adjusted for the accretion of purchase discounts on loans and exit fees, and the amortization of purchase premiums on loans and origination fees, and estimated fair value of the Company’s financial instruments that are not carried at fair value on the consolidated balance sheets:


		September 30, 2022						December 31, 2021
	Level	Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Loans:
Loans held for investment	3	$	464,731,974	$	468,242,817	$	441,569,221	$	467,843,785	$	470,988,063	$	454,840,551
Loans held for investment acquired through participation	3	44,532,640		44,858,965		44,860,199		12,307,366		12,343,732		12,361,068
Allowance for loan losses		—		(22,922,539)		—		—		(13,658,481)		—
Total loans		$	509,264,614	$	490,179,243	$	486,429,420	$	480,151,151	$	469,673,314	$	467,201,619
Liabilities:
Term loan payable	3	$	—	$	—	$	—	$	93,763,470	$	91,940,062	$	94,344,595
Unsecured notes payable	1	85,125,000		82,325,341		72,356,250		85,125,000		81,856,799		85,210,125
Repurchase agreement payable	3	195,276,206		193,178,309		195,276,206		44,569,600		43,974,608		44,569,600
Obligations under participation agreements	3	36,831,634		36,952,837		33,423,769		42,048,294		42,232,027		41,475,060
Mortgage loan payable	3	31,338,350		31,612,338		31,612,338		31,962,692		32,134,295		32,192,785
Secured borrowing	3	—		—		—		34,521,104		34,586,129		34,425,029
Revolving line of credit payable	3	24,135,865		23,737,073		24,135,865		38,575,895		38,186,472		38,575,895
Total liabilities		$	372,707,055	$	367,805,898	$	356,804,428	$	370,566,055	$	364,910,392	$	370,793,089

Notes to Unaudited Consolidated Financial Statements

The Company estimated that its other financial assets and liabilities, not included in the tables above, had fair values that approximated their carrying values at both September 30, 2022 and December 31, 2021 due to their short-term nature.

Valuation Process for Fair Value Measurement

The fair value of the Company’s investment in equity securities and its unsecured notes payable is determined based on quoted prices in an active market and is classified as Level 1 of the fair value hierarchy.

Market quotations are not readily available for the Company’s real estate-related loan investments, all of which are included in Level 3 of the fair value hierarchy, and therefore these investments are valued utilizing a yield approach, i.e. a discounted cash flow methodology to arrive at an estimate of the fair value of each respective investment in the portfolio using an estimated market yield. In following this methodology, investments are evaluated individually, and management takes into account, in determining the risk-adjusted discount rate for each of the Company’s investments, relevant factors, which may include available current market data on applicable yields of comparable debt/preferred equity instruments; market credit spreads and yield curves; the investment’s yield; covenants of the investment, including prepayment provisions; the portfolio company’s ability to make payments, net operating income and debt-service coverage ratio; construction progress reports and construction budget analysis; the nature, quality and realizable value of any collateral (and loan-to-value ratio); the forces that influence the local markets in which the asset (the collateral) is purchased and sold, such as capitalization rates, occupancy rates, rental rates and replacement costs; and the anticipated duration of each real estate-related loan investment.

The Manager designates a valuation committee to oversee the entire valuation process of the Company’s Level 3 loans. The valuation committee is comprised of members of the Manager’s senior management, deal and portfolio management teams, who meet on a quarterly basis, or more frequently as needed, to review the Company investments being valued as well as the inputs used in the proprietary valuation model. Valuations determined by the valuation committee are supported by pertinent data and, in addition to a proprietary valuation model, are based on market data, industry accepted third-party valuation models and discount rates or other methods the valuation committee deems to be appropriate. Because there is no readily available market for these investments, the fair values of these investments are approved in good faith by the Manager pursuant to the Company’s valuation policy.

The fair values of the Company’s mortgage loan payable, secured borrowing, term loan payable and revolving line of credit are determined by discounting the contractual cash flows at the interest rate the Company estimates such arrangements would bear if executed in the current market.

The following table summarizes the valuation techniques and significant unobservable inputs used by the Company to value the Level 3 loans as of September 30, 2022 and December 31, 2021. The tables are not intended to be all-inclusive, but instead identify the significant unobservable inputs relevant to the determination of fair values.


	Fair Value at September 30, 2022		Primary Valuation Technique	Unobservable Inputs	September 30, 2022
Asset Category					Minimum		Maximum		Weighted Average
Assets:
Loans held for investment, net	$	441,569,221	Discounted cash flow	Discount rate	7.14	%	15.04	%	10.22	%
Loans held for investment acquired through participation, net	44,860,199		Discounted cash flow	Discount rate	11.14	%	15.74	%	14.99	%
Total Level 3 Assets	$	486,429,420
Liabilities:
Repurchase agreement payable	195,276,206		Discounted cash flow	Discount rate	3.91	%	5.51	%	4.82	%
Obligations under participation agreements	33,423,769		Discounted cash flow	Discount rate	15.00	%	15.00	%	15.00	%
Mortgage loan payable	31,612,338		Discounted cash flow	Discount rate	6.08	%	6.08	%	6.08	%
Revolving line of credit	24,135,865		Discounted cash flow	Discount rate	6.39	%	6.39	%	6.39	%
Total Level 3 Liabilities	$	284,448,178

Notes to Unaudited Consolidated Financial Statements


	Fair Value at December 31, 2021		Primary Valuation Technique	Unobservable Inputs	December 31, 2021
Asset Category					Minimum		Maximum		Weighted Average
Assets:
Loans held for investment, net	$	454,840,551	Discounted cash flow	Discount rate	3.89	%	15.00	%	8.11	%
Loans held for investment acquired through participation, net	12,361,068		Discounted cash flow	Discount rate	8.25	%	15.00	%	12.33	%
Total Level 3 Assets	$	467,201,619
Liabilities:
Term loan payable	$	94,344,595	Discounted cash flow	Discount rate	4.00	%	4.00	%	4.00	%
Repurchase agreement payable	44,569,600		Discounted cash flow	Discount rate	2.45	%	2.74	%	2.57	%
Obligations under participation agreements	41,475,060		Discounted cash flow	Discount rate	12.37	%	15.00	%	14.31	%
Mortgage loan payable	32,192,785		Discounted cash flow	Discount rate	6.08	%	6.08	%	6.08	%
Secured borrowing	34,425,029		Discounted cash flow	Discount rate	6.64	%	6.64	%	6.64	%
Revolving line of credit	38,575,895		Discounted cash flow	Discount rate	4.00	%	4.00	%	4.00	%
Total Level 3 Liabilities	$	285,582,964

Note 7. Related Party Transactions

Management Agreement

The Company entered into the Management Agreement with the Manager whereby the Manager is responsible for its day-to-day operations. The Management Agreement runs co-terminus with the amended and restated operating agreement for Terra Fund 5, which is scheduled to terminate on December 31, 2023 unless Terra Fund 5 is dissolved earlier. The following table presents a summary of fees paid and costs reimbursed to the Manager in connection with providing services to the Company that are included on the consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Origination and extension fee expense (1)(2)	$	737,903	$	975,598	$	1,806,215	$	1,573,612
Asset management fee	1,611,934		1,420,119		4,740,657		3,733,358
Asset servicing fee	379,712		311,127		1,124,759		861,324
Operating expenses reimbursed to Manager	2,013,135		1,528,223		6,082,333		4,878,050
Disposition fee (3)	410,694		342,508		890,194		657,196
Total	$	5,153,378	$	4,577,575	$	14,644,158	$	11,703,540

_______________

(1)Origination and extension fee expense is generally offset with origination and extension fee income. Any excess is deferred and amortized to interest income over the term of the loan.

(2)Amount for the nine months ended September 30, 2022 excluded $0.2 million of origination fee paid to the Manager in connection with the Company’s equity investment in an unconsolidated investment. This origination fee was capitalized to the carrying value of the unconsolidated investment as a transaction cost.

(3)Disposition fee is generally offset with exit fee income and included in interest income on the consolidated statements of operations.

Origination and Extension Fee Expense

Pursuant to the Management Agreement, the Manager or its affiliates receives an origination fee in the amount of 1% of the amount used to originate, fund, acquire or structure real estate-related investments, including any third-party expenses related to such loans. In the event that the term of any real estate-related loan held by the Company is extended, the Manager also receives an extension fee equal to the lesser of (i) 1% of the principal amount of the loan being extended or (ii) the amount of fee paid to the Company by the borrower in connection with such extension.

Asset Management Fee

Under the terms of the Management Agreement, the Manager or its affiliates provides the Company with certain investment management services in return for a management fee. The Company pays a monthly asset management fee at an

Notes to Unaudited Consolidated Financial Statements

annual rate of 1% of the aggregate funds under management, which includes the loan origination price or aggregate gross acquisition price, as defined in the Management Agreement, for each real estate related loan and cash held by the Company.

Asset Servicing Fee

The Manager or its affiliates receives from the Company a monthly servicing fee at an annual rate of 0.25% of the aggregate gross origination price or acquisition price, as defined in the Management Agreement, for each real estate-related loan held by the Company.

Transaction Breakup Fee

In the event that the Company receives any “breakup fees,” “busted-deal fees,” termination fees, or similar fees or liquidated damages from a third-party in connection with the termination or non-consummation of any loan or disposition transaction, the Manager will be entitled to receive one-half of such amounts, in addition to the reimbursement of all out-of-pocket fees and expenses incurred by the Manager with respect to its evaluation and pursuit of such transactions. As of September 30, 2022 and December 31, 2021, the Company has not received any breakup fees.

Operating Expenses

The Company reimburses the Manager for operating expenses incurred in connection with services provided to the operations of the Company, including the Company’s allocable share of the Manager’s overhead, such as rent, employee costs, utilities, and technology costs.

Disposition Fee

Pursuant to the Management Agreement, the Manager or its affiliates receives a disposition fee in the amount of 1% of the gross sale price received by the Company from the disposition of any real estate-related loan, or any portion of, or interest in, any real estate-related loan. The disposition fee is paid concurrently with the closing of any such disposition of all or any portion of any real estate-related loan or any interest therein, which is the lesser of (i) 1% of the principal amount of the loan or debt-related loan prior to such transaction or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property equal to 1% of the sales price.

Cost Sharing and Reimbursement Agreement

The Company and Terra LLC have entered into a cost sharing and reimbursement agreement effective October 1, 2022 (the “Cost Sharing and Reimbursement Agreement”) pursuant to which Terra LLC will be responsible for its allocable share of the Company’s expenses, including fees paid by the Company to the Manager based on relative assets under management.

Distributions Paid

For the three months ended September 30, 2022 and 2021, the Company made distributions to Terra JV and Terra Offshore REIT totaling $3.7 million and $3.9 million, respectively, of which $0.0 and $3.9 million were returns of capital, respectively (Note 10). For the nine months ended September 30, 2022 and 2021, the Company made distributions to Terra JV and Terra Offshore REIT totaling $11.4 million and $12.2 million, respectively, of which $5.4 million and $10.7 million were returns of capital, respectively.

Due to Manager

As of September 30, 2022 and December 31, 2021, approximately $2.9 million and $2.4 million was due to the Manager, respectively, as reflected on the consolidated balance sheets, primarily related to the present value of the disposition fees on individual loans due to the Manager.

Due from Related Party

As of September 30, 2022, there was no amount due from related party. As of December 31, 2021, amount due from a related party was $2.6 million, primarily related to the reserve funding on a loan that was held by an affiliate. The reserve funding was transferred to the Company in February 2022.

Notes to Unaudited Consolidated Financial Statements

Mavik Real Estate Special Opportunities Fund, LP

On August 3, 2020, the Company entered into a subscription agreement with RESOF whereby the Company committed to fund up to $50.0 million to purchase limited partnership interests in RESOF. For more information on this investment, please see Note 4.

Participation Agreements

In the normal course of business, the Company may enter into participation agreements with related parties, primarily other affiliated funds managed by the Manager, and to a lesser extent, unrelated parties (the “Participants”). The purpose of the participation agreements is to allow the Company and an affiliate to originate a specified loan when, individually, the Company does not have the liquidity to do so or to achieve a certain level of portfolio diversification. The Company may transfer portions of its investments to other Participants or it may be a Participant to a loan held by another entity.

ASC 860, Transfers and Servicing (“ASC 860”), establishes accounting and reporting standards for transfers of financial assets. ASC 860-10 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The Company has determined that the participation agreements it enters into are accounted for as secured borrowings under ASC 860 (See “Participation interests” in Note 2 and “Obligations under Participation Agreements” in (Note 8).

Participation Interests Purchased by the Company

From time to time, the Company may purchase investments from affiliates pursuant to participation agreements. In accordance with the terms of each participation agreement, each Participant’s rights and obligations, as well as the proceeds received from the related borrower/issuer of the loan, are based upon their respective pro rata participation interest in the loan.

The table below lists the participation interests purchased by the Company pursuant to participation agreements as of September 30, 2022 and December 31, 2021.


	September 30, 2022
	Participating Interests	Principal Balance		Carrying Value

Hillsborough Owners LLC (1)	30.00%	$	6,088,283	$	6,113,748
Mesa AZ Industrial Owner, LLC (2)(3)	38.27%	31,000,000		31,264,547
UNJ Sole Member, LLC (2)	40.80%	7,444,357		7,480,670
		$	44,532,640	$	44,858,965


	December 31, 2021
	Participating Interests	Principal Balance		Carrying Value

Hillsborough Owners LLC (1)	30.00%	$	4,863,009	$	4,866,542
UNJ Sole Member, LLC (2)	40.80%	7,444,357		7,477,190
		$	12,307,366	$	12,343,732

________________

(1)The loan is held in the name of Terra BDC, a formerly affiliated fund that was advised by Terra Income Advisors, LLC, an affiliate of the Company’s sponsor and Manager.

(2)The loan is held in the name of Mavik Real Estate Special Opportunities Fund REIT, LLC, a related-party REIT managed by the Manager.

(3)The Company acquired its interest in this investment in September 2022.

Notes to Unaudited Consolidated Financial Statements

Transfers of Participation Interest by the Company

The following tables summarize the loans that were subject to participation agreements with affiliated entities and third-parties as of September 30, 2022 and December 31, 2021:


					Transfers Treated as Obligations Under Participation Agreements as of September 30, 2022
	Principal Balance		Carrying Value		% Transferred		Principal Balance		Carrying Value
370 Lex Part Deux, LLC (1)	$	60,583,057	$	60,583,057	35.00	%	$	21,204,070	$	21,204,068
RS JZ Driggs, LLC (1)	4,773,805		4,773,805		50.00	%	2,390,064		2,390,064
William A. Shopoff & Cindy I. Shopoff (1)	25,000,000		25,228,903		52.95	%	13,237,500		13,358,705
	$	90,356,862	$	90,585,765			$	36,831,634	$	36,952,837


					Transfers Treated as Obligations Under Participation Agreements as of December 31, 2021
	Principal Balance		Carrying Value		% Transferred		Principal Balance		Carrying Value
370 Lex Part Deux, LLC (1)	$	60,012,639	$	60,012,639	35.00	%	$	21,004,424	$	21,004,423
RS JZ Driggs, LLC (1)	15,606,409		15,754,641		50.00	%	7,806,370		7,880,516
William A. Shopoff & Cindy I. Shopoff (1)	25,000,000		25,206,964		52.95	%	13,237,500		13,347,088
	$	100,619,048	$	100,974,244			$	42,048,294	$	42,232,027

________________

(1)Participant is Terra BDC.

These investments are held in the name of the Company, but each of the Participant’s rights and obligations, including interest income and other income (e.g., exit fee, prepayment income) and related fees/expenses (e.g., disposition fees, asset management and asset servicing fees), are based upon their respective pro rata participation interest in such participated investments, as specified in the respective participation agreement. The Participants’ share of the investments is repayable only from the proceeds received from the related borrower/issuer of the investments and, therefore, the Participants also are subject to credit risk (i.e., risk of default by the underlying borrower/issuer). Pursuant to the participation agreements with these entities, the Company receives and allocates the interest income and other related investment income to the Participants based on their respective pro rata participation interest. The Participants pay any expenses, including any fees to the Manager, only on their respective pro rata participation interest, subject to the terms of the respective governing fee arrangements.

Secured Borrowing

In March 2020, the Company entered into a financing transaction where a third-party purchased an A-note position. However, the sale of the A-note position did not qualify for sale accounting under ASC 860 and therefore, the gross amount of the loan remains in the consolidated balance sheets and the proceeds from the sale on the portion transferred are recorded as secured borrowing. Interest earned on the entire loan balance is recorded within “Interest income” and the interest related to the transferred interest is recorded within “Interest expense on secured borrowing” in the consolidated statements of operations. In August 2022, the secured borrowing was repaid in full.

The following table summarizes the loan that was transferred to a third-party that was accounted for as secured borrowing as of December 31, 2021:


					Transfers Treated as Secured Borrowing as of December 31, 2021
	Principal Balance		Carrying Value		% Transferred		Principal Balance		Carrying Value
Windy Hill PV Five CM, LLC	$	49,954,068	$	50,264,568	69.11	%	$	34,521,104	$	34,586,129
	$	49,954,068	$	50,264,568			$	34,521,104	$	34,586,129

Notes to Unaudited Consolidated Financial Statements

Note 8. Debt

Unsecured Notes Payable

On June 10, 2021, the Company issued $78.5 million in aggregate principal amount of its 6.00% notes due 2026 (the “initial note”), for net proceeds of $76.0 million after deducting underwriting commissions of $2.5 million, but before offering expenses payable by the Company. On June 25, 2021, the underwriters partially exercised their option to purchase an additional $6.6 million of the notes for net proceeds of $6.4 million (the “additional notes” and, together with the initial notes, the “notes”), after deducting underwriting commissions of $0.2 million, but before offering expenses payable by us, which closed on June 29, 2021. Interest on the notes is paid quarterly in arrears every March 30, June 30, September 30 and December 30, at a fixed rate of 6.00% per year, beginning September 30, 2021. The notes mature on June 30, 2026, unless redeemed earlier by the Company. The notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after June 10, 2023.

In connection with the issuance of the notes, the Company entered into (i) an Indenture, dated June 10, 2021 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and (ii) the First Supplemental Indenture thereto, dated June 10, 2021 (the “Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to make distributions in excess of 90% of the Company’s taxable income, incur indebtedness (as defined in the Indenture) or purchase shares of the Company’s capital stock unless the Company has an asset coverage ratio (as defined in the Indenture) of at least 150% after giving effect to such transaction. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable. As of September 30, 2022 and December 31, 2021, the Company was in compliance with the covenants included in the Indenture.

The table below presents detailed information regarding the unsecured notes payable at September 30, 2022 and December 31, 2021:


	September 30, 2022						December 31, 2021
	Principal Balance		Carrying Value (1)		Fair Value		Principal Balance		Carrying Value (1)		Fair Value
Unsecured notes payable	$	85,125,000	$	82,325,341	$	72,356,250	$	85,125,000	$	81,856,799	$	85,210,125

_______________

(1)Amount is net of unamortized issue discount of $2.1 million and $2.4 million, and unamortized deferred financing costs of $0.7 million and $0.9 million as of September 30, 2022 and December 31, 2021, respectively.

Revolving Line of Credit

On March 12, 2021, Terra Mortgage Portfolio II, LLC, an indirect wholly-owned subsidiary of the Company, entered into a Business Loan and Security Agreement (the “Revolving Line of Credit”) with Western Alliance Bank (“WAB”) to provide for advances up to the lesser of $75.0 million or the amount determined by the borrowing base, which is based on the eligible assets pledged to the lender. Borrowings under the Revolving Line of Credit bear interest at an annual rate of LIBOR + 3.25% with a combined floor of 4.0% per annum. The Revolving Line of Credit was scheduled to mature on March 12, 2023. On January 4, 2022, the Company amended the Revolving Line of Credit to increase the maximum amount available to $125.0 million and extended the maturity date of the facility to March 12, 2024 with an annual 12-month extension available at the Company’s option, which are subject to certain conditions. On August 3, 2022, the Company further amended the Revolving Line of Credit to increase the borrowing sub-limit in New York City and to allow for loans acquired through participation agreements as eligible assets.

In connection with the Revolving Line of Credit, the Company entered into a limited guaranty (the “Guaranty”) in favor of WAB, pursuant to which the Company guarantees the payment of up to 25% of the amount outstanding under the Revolving Line of Credit. Under the Revolving Line of Credit and the Guaranty, the Company is required to maintain (i) a minimum total net worth of $250.0 million; (ii) a $3.5 million quarterly operating profit, as defined within the agreement; and (iii) a ratio of total debt to total net worth of no more than 2.50 to 1.00. As of September 30, 2022 and December 31, 2021, the Company was in compliance with these covenants.

Notes to Unaudited Consolidated Financial Statements

The Revolving Line of Credit contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature. The Revolving Line of Credit contains various affirmative and negative covenants, including maintenance of a debt to total net worth ratio and limitations on the incurrence of liens and indebtedness, loans, distributions, change of management and ownership, changes in the nature of business and transactions with affiliates.

The Revolving Line of Credit also includes customary events of default, including a cross-default provision applicable to debt obligations of Terra Mortgage Portfolio II, LLC or the Company. The occurrence of an event of default may result in termination of the Revolving Line of Credit and acceleration of amounts due under the Revolving Line of Credit.

In connection with the closing of the Revolving Line of Credit, the Company also incurred financing fees of $0.6 million, to be amortized to interest expense over the life of the Revolving Line of Credit.

As of September 30, 2022 and December 31, 2021, borrowings under the Revolving Line of Credit were $24.1 million and $38.6 million, respectively, collateralized by $61.3 million and $60.1 million of eligible assets, respectively. For the nine months ended September 30, 2022 and 2021, the Company received proceeds from the Revolving Line of Credit of $41.2 million and $25.3 million, respectively, and made repayments of $55.6 million and $0.0 million, respectively.

Term Loan

On September 3, 2020, Terra Mortgage Capital I, LLC (the “Issuer”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Indenture and Credit Agreement (the “Indenture and Credit Agreement”) with Goldman Sachs Bank USA, as initial lender (“Goldman”) and Wells Fargo Bank, National Association, as the trustee, custodian, collateral agent, loan agent and note administrator (“Wells Fargo”). The Indenture and Credit Agreement provided for (A) the borrowing by the Issuer from Goldman of approximately $103.0 million under a floating rate loan (the “Term Loan”) and (B) the issuance by the Issuer to Terra Mortgage Portfolio I, LLC (the “Class B Holder”) of an aggregate of approximately $76.7 million principal amount of Class B Income Notes due 2025 (the “Class B Notes” and, together with the Term Loan, the “Debt”). The stated maturity date of the Debt was March 14, 2025. On February 18, 2022, the Company refinanced the Term Loan with a new repurchase agreement (see “Goldman Master Repurchase Agreement” below). The Term Loan bore interest at a variable rate initially equal to LIBOR (the “Benchmark Rate”) (but not less than 1.0% per annum), plus a margin of 4.25% per annum (plus 0.50% on and after the payment date in October 2022, plus 0.25% on and after the payment date in October 2023), payable each month, on the day specified in the Indenture and Credit Agreement beginning in September 2020 (each a “Payment Date”). The Company accounted for the step-up in interest rate using the effective interest rate method. In connection with the refinancing, the Company reversed the previously accrued step-up interest of $0.4 million.

In connection with the Indenture and Credit Agreement, the Company entered into a non-recourse carveout Guaranty (the “Guaranty”) in favor of Goldman, pursuant to which the Company guaranteed the payment of certain losses, damages, costs, expenses, and other obligations incurred by Goldman in connection with the occurrence of fraud, intentional misrepresentation, or willful misconduct by the Issuer, Class B Holder or the Company, and certain other occurrences including breaches of certain provisions under the Indenture and Credit Agreement. The Company also guaranteed the payment of the aggregate outstanding amount of the Term Loan upon the occurrence of certain bankruptcy events. Under the Guaranty, the Company was required to maintain (a) a minimum tangible net worth in an amount not less than seventy-five percent (75%) of its tangible net worth as of September 3, 2020, (b) a minimum liquidity of $10 million, and (c) an EBITDA to interest expense ratio of not less than 1.5 to 1.0. Failure to satisfy such maintenance covenants would constitute an event of default under the Indenture and Credit Agreement. On February 18, 2022, the Company refinanced the Term Loan with a new repurchase agreement and expects continued covenant compliance under the terms of the new repurchase agreement.

Notes to Unaudited Consolidated Financial Statements

The following tables present detailed information with respect to each borrowing under the Term Loan as of December 31, 2021:


	December 31, 2021
	Mortgage Assets						Borrowings Under the Term Loan (1)(2)
	Principal Amount		Carrying Value		Fair Value
330 Tryon DE LLC	$	22,800,000	$	22,902,354	$	22,594,654	$	13,680,000
1389 Peachtree St, LP; 1401 Peachtree St, LP; and 1409 Peachtree St, LP	53,289,288		53,536,884		52,031,363		31,283,661
AGRE DCP Palm Springs, LLC	43,222,381		43,669,992		43,829,842		23,146,265
Patrick Henry Recovery Acquisition, LLC	18,000,000		18,041,124		18,055,377		10,800,000
University Park Berkeley, LLC	25,815,378		25,991,962		26,015,500		14,853,544
	$	163,127,047	$	164,142,316	$	162,526,736	$	93,763,470

For the nine months ended September 30, 2022 and 2021, the Company made repayments on borrowings under the Term Loan of $93.8 million and $16.6 million, respectively, and received proceeds from borrowings under the Term Loan of $0.0 million and $2.6 million, respectively.

Repurchase Agreements

UBS Master Repurchase Agreement

On November 8, 2021, Terra Mortgage Capital III, LLC (the “Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Uncommitted Master Repurchase Agreement (the “UBS Master Repurchase Agreement”) with UBS AG ( the “Buyer”). The UBS Master Repurchase Agreement provides for advances of up to $195 million in the aggregate, which the Company expects to use to finance certain secured performing commercial real estate loans, including senior mortgage loans, where the underlying mortgaged properties consist of value-added assets with loan-to-value ratio between 65% and 80% that are typically yielding between 2.5% and 5.0%.

Advances under the UBS Master Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) the 30-day LIBOR or Term SOFR if LIBOR is not available and (ii) the applicable spread, which ranges from 1.60% to 2.25%, and have a maturity date of November 7, 2024. The actual terms of financing for each asset will be determined at the time of financing in accordance with the UBS Master Repurchase Agreement. Subject to satisfaction of certain conditions, the Seller may extend the maturity date of the UBS Master Repurchase Agreement annually thereafter on mutually agreeable terms. In connection with the UBS Master Repurchase Agreement, the Company incurred deferred financing costs of $0.6 million, which are being amortized to interest expense over the term of the facility.

The UBS Master Repurchase Agreement contains margin call provisions that provide the Buyer with certain rights in the event of a decline in the credit of the underlying assets purchased under the UBS Master Repurchase Agreement. Upon the occurrence of a margin deficit event, the Buyer may require the Seller to make a payment to reduce the purchase price to eliminate any margin deficit.

In connection with the UBS Master Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of the Buyer (the “UBS Guarantee Agreement”), pursuant to which the Company will guarantee the payment of up to 25% of the amount outstanding under the UBS Master Repurchase Agreement. The UBS Master Repurchase Agreement and the UBS Guarantee Agreement contain various representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the UBS Guarantee Agreement contains financial covenants, which require the Company to maintain: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the UBS Master Repurchase Agreement; (ii) total liquidity of at least the greater of $15 million or 10% of the then-current outstanding amount under the UBS Master Repurchase Agreement (iii) tangible net worth at an amount equal to or greater than $215.7 million plus 75% of new capital contributions thereafter; (iv) an EBITDA to interest expense ratio of not less than 1.50 to 1.00; and (v) a total indebtedness to tangible net worth ratio of not more than 3.50 to 1.00. In March 2022, the Company amended the UBS Guarantee Agreement to reduce the EBITDA to interest expense ratio of not less than 1.25 to 1.00, and as of September 30, 2022 and December 31, 2021, the Company was in compliance with these covenants.

Notes to Unaudited Consolidated Financial Statements

The following table presents detailed information with respect to each borrowing under the UBS Master Repurchase Agreement as of September 30, 2022 and December 31, 2021:


	September 30, 2022
	Collateral						Borrowings Under Master Repurchase Agreement
	Principal Amount		Carrying Value		Fair Value		Borrowing Date	Principal Amount		Interest Rate
14th & Alice Street Owner, LLC	$	39,935,197	$	40,695,573	$	40,700,960	11/8/2021	$	25,599,600	LIBOR+1.45% (LIBOR floor of 0.1%)
NB Factory TIC 1, LLC	28,000,000		28,742,362		28,767,188		11/8/2021	18,970,000		LIBOR+1.74% (LIBOR floor of 0.1%)
Grandview’s Madison Place, LLC	17,000,000		17,106,851		17,106,851		3/7/2022	13,600,000		Term SOFR + 1.965%
Grandview’s Remington Place, LLC	$	21,600,000	$	21,675,808	$	21,695,798	5/06/2022	$	17,280,000	Term SOFR + 1.965%
	$	106,535,197	$	108,220,594	$	108,270,797		$	75,449,600


	December 31, 2021
	Collateral						Borrowings Under Master Repurchase Agreement
	Principal Amount		Carrying Value		Fair Value		Borrowing Date	Principal Amount		Interest Rate
14th & Alice Street Owner, LLC	$	39,384,000	$	40,089,153	$	40,130,448	11/8/2021	$	25,599,600	LIBOR+1.45% (LIBOR floor of 0.1%)
NB Factory TIC 1, LLC	28,000,000		28,420,056		28,851,547		11/8/2021	18,970,000		LIBOR+1.74% (LIBOR floor of 0.1%)
	$	67,384,000	$	68,509,209	$	68,981,995		$	44,569,600

For the nine months ended September 30, 2022, the Company borrowed $30.9 million under the UBS Master Repurchase Agreement for the financing of new investments, and did not make any repayments.

Goldman Master Repurchase Agreement

On February 18, 2022, Terra Mortgage Capital I, LLC (the “GS Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Uncommitted Master Repurchase and Securities Contract Agreement (the “Repurchase Agreement”) with Goldman Sachs Bank USA ( the “GS Buyer”). The Repurchase Agreement provides for advances of up to $200.0 million in the aggregate, which the Company expects to use to finance the originations of certain secured performing commercial real estate loans and the acquisitions of certain secured non-performing commercial real estate loans. The Repurchase Agreement replaced the Term Loan, at which time all Mortgage Assets under the Term Loan were assigned as purchased assets under the Repurchase Agreement.

Advances under the Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) Term SOFR (subject to underlying loan floors on a case-by-case basis) and (ii) the applicable spread, which ranges from 1.75% to 3.00%, and have a maturity date of February 18, 2024. The actual terms of financing for each asset will be determined at the time of financing in accordance with the Repurchase Agreement. Subject to satisfaction of certain conditions, the GS Seller may extend the maturity date of the Repurchase Agreement for another 12-month term. In connection with the Repurchase Agreement, the Company incurred financing costs of $0.6 million, which are being amortized to interest expense over the term of the facility. Additionally, because the Repurchase Agreement was accounted for as a loan modification of the Term Loan, the remaining unamortized deferred financing fees of $1.7 million under the Term Loan were carried over to the Repurchase Agreement to be amortized over the life of the Repurchase Agreement.

The Repurchase Agreement contains margin call provisions that provide the GS Buyer with certain rights in the event of a decline in debt yield, loan-to-value ratio, and value of the underlying loans purchased under the Repurchase Agreement. Upon the occurrence of a margin deficit event, the GS Buyer may require the GS Seller to make a payment to reduce the purchase price to eliminate any margin deficit.

In connection with the Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of the GS Buyer (the “Guarantee Agreement”), pursuant to which the Company will guarantee the obligations of the GS Seller under the

Notes to Unaudited Consolidated Financial Statements

Repurchase Agreement. Subject to certain exceptions, the maximum liability under the Repurchase Agreement will not exceed 25% of the then currently outstanding repurchase obligations for performing loans and 50% of the then currently outstanding repurchase obligations for non-performing loans under the Repurchase Agreement.

The Repurchase Agreement and the Guarantee Agreement contain various representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guarantee Agreement contains financial covenants, which require the Company to maintain: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the Repurchase Agreement; (ii) total liquidity in an amount equal to or greater than the lesser of $15 million or 10% of the then-current outstanding amount under the Repurchase Agreement (iii) tangible net worth at an amount no less than 75% of that at closing; (iv) an EBITDA to adjusted interest expense ratio of not less than 1.50 to 1.00; and (v) a total indebtedness to tangible net worth ratio of not more than 3.00 to 1.00. as of September 30, 2022, the Company was in compliance with these covenants.

The following table presents detailed information with respect to each borrowing under the Repurchase Agreement as of September 30, 2022:


	September 30, 2022
	Collateral						Borrowings Under Repurchase Agreement
	Principal Amount		Carrying Value		Fair Value		Borrowing Date	Principal Amount		Interest Rate
330 Tryon DE LLC	$	22,800,000	$	22,901,913	$	22,330,779	2/18/2022	$	18,240,000	Term SOFR +2.015% (0.10% floor)
1389 Peachtree St, LP; 1401 Peachtree St, LP; and 1409 Peachtree St, LP	55,565,351		55,824,187		54,449,071		2/18/2022	41,587,275		Term SOFR + 2.465%
AGRE DCP Palm Springs, LLC	43,222,382		43,738,349		42,388,236		2/18/2022	28,094,548		Term SOFR + 1.315% (1.80% floor)
Patrick Henry Recovery Acquisition, LLC	18,000,000		18,041,664		17,634,957		2/18/2022	14,400,000		Term SOFR +0.865% (1.50% floor)
University Park Berkeley, LLC	26,066,304		26,255,496		25,997,440		2/18/2022	17,504,783		Term SOFR + 1.365% (1.50% floor)
	$	165,654,037	$	166,761,609	$	162,800,483		$	119,826,606

For the nine months ended September 30, 2022, the Company borrowed $119.8 million under the Repurchase Agreement and did not make any repayments.

Mortgage Loan Payable

As of September 30, 2022, the Company had a $31.3 million mortgage loan payable collateralized by a multi-tenant office building that the Company acquired through foreclosure. The following table presents certain information about the mortgage loan payable as of September 30, 2022 and December 31, 2021:


			September 30, 2022						December 31, 2021
Lender	Current Interest Rate	Maturity Date	Principal Amount		Carrying Value		Carrying Value of Collateral		Principal Amount		Carrying Value		Carrying Value of Collateral
Centennial Bank	LIBOR + 3.85% (LIBOR Floor of 2.23%)	November 14, 2022	$	31,338,350	$	31,612,338	$	41,748,898	$	31,962,692	$	32,134,295	$	46,067,129

Notes to Unaudited Consolidated Financial Statements

Scheduled Debt Principal Payments

Scheduled debt principal payments for each of the five calendar years following September 30, 2022 are as follows:


Years Ending December 31,	Total
2022 (October 1 to December 31)	$	31,338,350
2023	—
2024	219,412,071
2025	—
2026	85,125,000
2027	—
Thereafter	—
	335,875,421
Unamortized deferred financing costs	(5,022,361)
Total	$	330,853,060

At September 30, 2022 and December 31, 2021, the unamortized deferred debt issuance costs were $5.0 million and $5.9 million, respectively.

Obligations Under Participation Agreements and Secured Borrowing

As discussed in Note 2, the Company follows the guidance in ASC 860 when accounting for loan participations and loans sold. Such guidance requires the transferred interests meet certain criteria in order for the transaction to be recorded as a sale. Loan participations and loans transferred from the Company which do not qualify for sale treatment remain on the Company’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements or secured borrowing, as applicable. As of September 30, 2022 and December 31, 2021, obligations under participation agreements had a carrying value of approximately $37.0 million and $42.2 million, respectively, and the carrying value of the loans that are associated with these obligations under participation agreements was approximately $90.6 million and $101.0 million, respectively, (see “Participation Agreements” in Note 7). Additionally, as of December 31, 2021, secured borrowing had a carrying value of approximately $34.6 million, and the carrying value of the loan that is associated with the secured borrowing was $50.3 million. The weighted-average interest rate on the obligations under participation agreements and secured borrowing was approximately 10.4% as of December 31, 2021. The secured borrowing was repaid in August 2022.

Note 9. Commitments and Contingencies

Impact of COVID-19

While the impact of the COVID-19 pandemic on the global economy generally, and the Company’s business in particular, continues to evolve, as of September 30, 2022, no contingencies have been recorded on the Company’s consolidated balance sheet as a result of the COVID-19 pandemic. As the pandemic continues, it may have long-term impacts on the Company’s financial condition, results of operations, and cash flows. Refer to Note 2 for further discussion of COVID-19.

Unfunded Commitments on Loans Held for Investment

Certain of the Company’s loans contain provisions for future fundings, which are subject to the borrower meeting certain performance-related metrics that are monitored by the Company. These fundings amounted to approximately $63.6 million and $71.8 million as of September 30, 2022 and December 31, 2021, respectively. The Company expects to maintain sufficient cash on hand to fund such commitments through matching these commitments with principal repayments on outstanding loans or draw downs on credit facilities.

Notes to Unaudited Consolidated Financial Statements

Unfunded Investment Commitment

As discussed in Note 4, on August 3, 2020, the Company entered into a subscription agreement with RESOF whereby the Company committed to fund up to $50.0 million to purchase limited partnership interests in RESOF. As of September 30, 2022 and December 31, 2021, the unfunded investment commitment was $19.3 million and $15.1 million, respectively.

Other

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Manager has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

From time to time, the Company and the Manager may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. Additionally, as described above under “Note 5. Real Estate Owned, Net—Real Estate Operating Revenue and Expenses,” as of September 30, 2022, the Company owned a multi-tenant office building that is subject to a ground lease. The ground lease provides for a new base rent every 5 years based on the greater of the annual base rent for the prior lease year or 9% of the fair market value of the land. The next rent reset on the ground lease is scheduled for November 1, 2025. The Company is currently litigating with the landlord with respect to the appropriate method for determining the fair value of the land for purposes of setting the ground rent – Terra Ocean Ave., LLC v. Ocean Avenue Santa Monica Realty LLC, Superior Court of California, Los Angeles County, Case No. 20STCV34217. The Company believes this determination should be based on comparable sales, while the landlord insists that the rent under the ground lease itself is also relevant. The Company’s position has prevailed in all three of the prior arbitrations to reset the ground rent. Since future rent reset determinations under the ground lease cannot be known at this time, the Company did not include any potential future rent increases in calculating the present value of future rent payments. The Company intends vigorously to pursue the litigation. While the Company believes its arguments will likely prevail, the outcome of the legal proceeding cannot be predicted with certainty. If the landlord prevails, the future rent reset determinations could result in significantly higher ground rent, which would likely result in a significant diminution in the value of the Company’s interest in the ground lease and the office building.

See Note 7 for a discussion of the Company’s commitments to the Manager.

Note 10. Equity

Earnings Per Share

The following table presents earnings per share for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net (loss) income	$	(6,891,942)	$	(727,758)	$	(6,357,395)	$	643,567
Series A preferred stock dividend declared	(3,906)		(3,906)		(11,718)		(11,718)
Net (loss) income allocable to common stock	$	(6,895,848)	$	(731,664)	$	(6,369,113)	$	631,849
Weighted-average shares outstanding - basic and diluted	19,487,460		19,487,460		19,487,460		19,487,460
(Loss) earnings per share - basic and diluted	$	(0.35)	$	(0.04)	$	(0.33)	$	0.03

Preferred Stock Classes

Preferred Stock

The Company’s charter gives it authority to issue 50,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The Board may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock. As of September 30, 2022 and December 31, 2021, there were no Preferred Stock issued or outstanding other than the Series A Preferred Stock (defined below).

Notes to Unaudited Consolidated Financial Statements

Series A Preferred Stock

On November 30, 2016, the Board classified and designated 125 shares of preferred stock as a separate class of preferred stock to be known as the 12.5% Series A Redeemable Cumulative Preferred Stock, $1,000 liquidation value per share (“Series A Preferred Stock”). In December 2016, the Company sold 125 shares of the Series A Preferred Stock for $125,000. The Series A Preferred Stock pays dividends at an annual rate of 12.5% of the liquidation preference. These dividends are cumulative and payable semi-annually in arrears on June 30 and December 31 of each year.

The Series A Preferred Stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank senior to common stock. The Company, at its option, may redeem the shares, with written notice, at a redemption price of $1,000 per share, plus any accrued unpaid distribution through the date of the redemption. The Series A Preferred Stock carries a redemption premium of $50 per share if redeemed prior to January 1, 2019. The Series A Preferred Stock generally has no voting rights. However, the Series A Preferred Stock holders’ voting is required if (i) authorization or issuance of any securities senior to the Series A Preferred Stock; (ii) an amendment to the Company’s charter that has a material adverse effect on the rights and preference of the Series A Preferred Stock; and (iii) any reclassification of the Series A Preferred Stock.

Common Stock

As of September 30, 2022, Terra JV held 87.4% of the issued and outstanding shares of the Company’s common stock with the remainder held by Terra Offshore REIT. As of September 30, 2022, Terra Fund 5 and Terra Secured Income Fund 7, LLC (“Terra Fund 7”) owned an 87.6% and 12.4% interest in Terra JV, respectively, and Terra Secured Income Fund 5 International and Terra Income Fund International owned a 51.6% and 48.4% interest in Terra Offshore REIT, respectively. On October 1, 2022, in connection with the Merger, the Company amended its charter to increase the shares authorized from 500,000,000 to 950,000,000, consisting of 450,000,000 shares of Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), 450,000,000 shares of Class B Common Stock, $0.01 par value per share (“Class B Common Stock”), and 50,000,000 shares of Preferred Stock. Concurrently, 4,847,910 shares of Class B Common Stock were issued to former Terra BDC stockholders and each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger was automatically changed into one issued and outstanding share of Class B Common Stock (Note 11).

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with U.S. GAAP, to its stockholders each year to comply with the REIT provisions of the Internal Revenue Code. All distributions will be made at the discretion of the Board and will depend upon its taxable income, financial condition, maintenance of REIT status, applicable law, and other factors as the Board deems relevant.

For the three months ended September 30, 2022 and 2021, the Company made distributions to Terra JV and Terra Offshore REIT totaling $3.7 million and $3.9 million, respectively, of which $0.0 million and $3.9 million were returns of capital, respectively. For the nine months ended September 30, 2022 and 2021, the Company made distributions to Terra JV and Terra Offshore REIT totaling $11.4 million and $12.2 million, respectively, of which $5.4 million and $10.7 million were returns of capital, respectively. Additionally, for each of the three and nine months ended September 30, 2022 and 2021, the Company made distributions to preferred stockholders of $3,906 and $11,718, respectively.

Note 11. Subsequent Events

Management has evaluated subsequent events through the date the consolidated financial statements were available to be issued. Management has determined that there are no material events other than the ones below that would require adjustment to, or disclosure in, the Company’s consolidated financial statements.

Merger

On October 1, 2022 (the “Closing Date”), pursuant to the Merger Agreement, Terra BDC merged with and into Terra LLC, with Terra LLC surviving as a wholly owned subsidiary of the Company. The Certificate of Merger and Articles of Merger with respect to the Merger were filed with the Secretary of State of the State of Delaware and State Department of Assessments and Taxation of Maryland (the “SDAT”), respectively, with an effective time and date of 12:02 a.m., Eastern Time, on the Closing Date (the “Effective Time”).

Notes to Unaudited Consolidated Financial Statements

At the Effective Time, except for any shares of common stock, par value $0.001 per share, of Terra BDC (“Terra BDC Common Stock”) held by the Company or any wholly owned subsidiary of the Company or Terra BDC, which shares were automatically retired and ceased to exist with no consideration paid therefor, each issued and outstanding share of Terra BDC Common Stock was automatically cancelled and retired and converted into the right to receive (i) 0.595 shares of the newly designated Class B Common Stock and (ii) cash, without interest, in lieu of any fractional shares of Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of Class B Common Stock to which such holder would otherwise be entitled by (y) $14.38.

Pursuant to the terms of the transactions described in the Merger Agreement, approximately 4,847,910 shares of Class B Common Stock were issued to former Terra BDC stockholders in connection with the Merger, based on the number of outstanding shares of Terra BDC Common Stock as of the Closing Date. Following the consummation of the Merger, former Terra BDC stockholders owned approximately 19.9% of the common equity of the Company.

Assumption of Notes

As previously reported by Terra BDC, on February 3, 2021, Terra BDC and Terra Income Advisors, LLC entered into an Underwriting Agreement with Ladenburg Thalmann & Co. Inc., on behalf of the underwriters named in Schedule I thereto (the “Underwriters”), in connection with the offer and sale by Terra BDC to the Underwriters of $34,750,000 aggregate principal amount of Terra BDC’s 7.00% Notes due 2026 (the “TIF6 Notes”), which closed on February 10, 2021. On February 25, 2021, the Underwriters partially exercised their over-allotment option to purchase an additional $3,635,000 aggregate principal amount of the TIF6 Notes, which closed on February 26, 2021.

Pursuant to the Merger Agreement, Terra LLC agreed to take all necessary action to assume the payment of the principal of and interest on all of the TIF6 Notes outstanding as of the Effective Time and the performance of every covenant of the Indenture, dated February 10, 2021 (the “TIF6 Indenture”), between Terra BDC and the Trustee, as supplemented by the First Supplemental Indenture, dated February 10, 2021, by and between Terra BDC and the Trustee (the “First Supplemental Indenture”), to be performed or observed by Terra BDC, including, without limitation, the execution and delivery to the Trustee of a supplement to the TIF6 Indenture in form satisfactory to the Trustee.

On the Closing Date, Terra BDC, Terra LLC and the Trustee entered into a Second Supplemental Indenture pursuant to which Terra LLC assumed the payment of the TIF6 Notes and the performance of every covenant of the TIF6 Indenture, as supplemented by the First Supplemental Indenture, to be performed or observed by Terra BDC.

The TIF6 Notes will mature on March 31, 2026, unless earlier repurchased or redeemed. The TIF6 Notes bear interest at a rate of 7.00% per annum, payable on March 30, June 30, September 30 and December 30 of each year. The TIF6 Notes are Terra LLC’s direct unsecured obligations and rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by Terra LLC; effectively subordinated in right of payment to any of Terra LLC’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of Terra LLC’s subsidiaries and financing vehicles. Terra LLC may redeem the TIF6 Notes in whole or in part at any time on or after February 10, 2023, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest.

The TIF6 Indenture contains certain covenants that, among other things, limit the ability of Terra LLC, subject to exceptions, to incur indebtedness in violation of the Investment Company Act of 1940, as amended, and to make distributions, incur indebtedness or repurchase shares of Terra LLC’s capital stock unless it satisfies asset coverage requirements set forth in the First Supplemental Indenture after giving effect to such transaction. The TIF6 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the TIF6 Notes to become or to be declared due and payable.

Amendment to Credit Facility

As previously reported by Terra BDC, on April 9, 2021, Terra BDC, as borrower, entered into a credit agreement (the “Credit Agreement”) with Eagle Point Credit Management LLC, as the administrative agent and collateral agent (“Eagle Point”), and certain funds and accounts managed by Eagle Point, as lenders (in such capacity, collectively, the “Lenders”). The Credit Agreement provides for (i) a delayed draw term loan of $25,000,000 and (ii) additional incremental loans in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof, which may be approved by a Lender in its sole discretion.

On September 27, 2022, Terra BDC, Terra LLC, Eagle Point and the Lenders entered into a Consent Letter and Amendment (the “Credit Facility Amendment”) effective October 1, 2022. Pursuant to the Credit Facility Amendment (i) Eagle

Notes to Unaudited Consolidated Financial Statements

Point and the Lenders consented to the consummation of the Merger and the assumption by Terra LLC of all of the obligations of Terra BDC under the Credit Agreement, (ii) and the Credit Agreement was amended to, among other things, change the scheduled maturity date to July 1, 2023, and remove the make whole premium on voluntary prepayments of the loans.

Amendment to the Charter

On the Closing Date, the Company filed with the SDAT Articles of Amendment to the Articles of Amendment and Restatement of the Company (the “Charter Amendment”). Pursuant to the Charter Amendment, (i) the authorized shares of stock which the Company has authority to issue were increased from 500,000,000 to 950,000,000, consisting of 450,000,000 shares of Class A Common Stock, 450,000,000 shares of Class B Common Stock, and 50,000,000 shares of Preferred Stock, and (ii) each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time was automatically changed into one issued and outstanding share of Class B Common Stock.

The Class B Common Stock rank equally with and have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as each other share of the Company’s common stock, except as set forth below with respect to conversion.

On the date that is 180 calendar days (or, if such date is not a business day, the next business day) after the date (the “First Conversion Date”) of initial listing of shares of Class A Common Stock for trading on a national securities exchange or such earlier date as approved by the Board, one-third of the issued and outstanding shares of Class B Common Stock will automatically and without any action on the part of the holder thereof convert into an equal number of shares of Class A Common Stock. On the date that is 365 calendar days (or, if such date is not a business day, the next business day) after the date of initial listing of shares of Class A Common Stock for trading on a national securities exchange or such earlier date following the First Conversion Date as approved by the Board (the “Second Conversion Date”), one-half of the issued and outstanding shares of Class B Common Stock will automatically and without any action on the part of the holder thereof convert into an equal number of shares of Class A Common Stock. On the date that is 545 calendar days (or, if such date is not a business day, the next business day) after the date of initial listing of shares of Class A Common Stock for trading on a national securities exchange or such earlier date following the Second Conversion Date as approved by the Board, all of the issued and outstanding shares of Class B Common Stock will automatically and without any action on the part of the holder thereof convert into an equal number of shares of Class A Common Stock.

Appointment of Directors

As of the Effective Time and in accordance with the Merger Agreement, the size of the Board was increased by three members and each of Spencer Goldenberg, Adrienne Everett and Gaurav Misra (each a “Terra BDC Designee”, and collectively, the “Terra BDC Designees”) were elected to the Board to fill the vacancies created by such increase, with each Terra BDC Designee to serve until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Each of the other members of the Board immediately prior to the Effective Time will continue as members following the Effective Time.

Voting Support Agreement

On the Closing Date, the Company, Terra JV and Terra Offshore REIT entered into a Voting Support Agreement (the “Voting Support Agreement”). Pursuant to the Voting Support Agreement, effective as of the Closing Date, Terra JV and Terra Offshore REIT have agreed to, at any meeting of the Company’s stockholders called for the purpose of electing directors (or by any consent in writing or by electronic transmission in lieu of any such meeting), cast all votes entitled to be cast by each of them in favor of the election of the Terra BDC Designees until the earlier of (i) the first anniversary of the Closing Date, (ii) the TPT Class B Common Stock Distributions (as defined in the Voting Support Agreement) or (iii) an amendment and restatement of the amended and restated management agreement between the Company and Terra REIT Advisors approved by the Company’s Board, including the Terra BDC Designees.

Indemnification Agreements

The Company has entered into customary indemnification agreements with each member of the Board (including each Terra BDC Designee).These agreements, among other things, require the Company to indemnify each director to the maximum extent permitted by Maryland law, including indemnification of expenses such as attorney’s fees, judgments, fines and settlement amounts incurred in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of his or her service as a director.

Notes to Unaudited Consolidated Financial Statements

Cost Sharing and Reimbursement Agreement

On October 1, 2022, the Company and Terra LLC have entered into the Cost Sharing and Reimbursement Agreement pursuant to which Terra LLC will be responsible for its allocable share of the Company’s expenses, including fees paid by the Company to the Manager based on relative assets under management.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto and other financial information included elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us” and “our” refer to Terra Property Trust, Inc. (and, together with its consolidated subsidiaries, the “Company” or “Terra Property Trust”).

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this quarterly report on Form 10-Q within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. The forward-looking statements contained in this quarterly report on Form 10-Q may include, but are not limited to, statements as to:

•our expected financial performance, operating results and our ability to make distributions to our stockholders in the future;

•the potential negative impacts of the coronavirus (“COVID-19”) pandemic on the global economy and the impacts of the COVID-19 pandemic on our financial condition, results of operations, liquidity and capital resources and business operations;

•actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact;

•our ability to achieve the expected synergies, cost savings and other benefits from the Merger (as defined below);

•risks associated with achieving expected synergies, cost savings and other benefits from our increased scale;

•the availability of attractive risk-adjusted investment opportunities in our target asset class and other real estate-related investments that satisfy our objectives and strategies;

•the origination or acquisition of our targeted assets, including the timing of originations or acquisitions;

•volatility in our industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate market specifically, whether the results of market events or otherwise;

•changes in our investment objectives and business strategy;

•the availability of financing on acceptable terms or at all;

•the performance and financial condition of our borrowers;

•changes in interest rates and the market value of our assets;

•borrower defaults or decreased recovery rates from our borrowers;

•changes in prepayment rates on our loans;

•our use of financial leverage;

•actual and potential conflicts of interest with any of the following affiliated entities: Terra Fund Advisors, LLC, Terra REIT Advisors, LLC (“Terra REIT Advisors” or our “Manager”), Terra Income Advisors, LLC; Terra Capital Partners, LLC (“Terra Capital Partners”), our sponsor; Terra Secured Income Fund 5, LLC (“Terra Fund 5”); Terra JV, LLC (“Terra JV”); Terra Income Fund 6, Inc. (“Terra Fund 6” or “Terra BDC”); Terra Secured Income Fund 5 International; Terra Income Fund International; Terra Secured Income Fund 7, LLC (“Terra Fund 7”); Terra Offshore Funds REIT, LLC (“Terra Offshore REIT”); Mavik Real Estate Special Opportunities Fund, LP (“RESOF”); or any of their affiliates;

•our dependence on our Manager or its affiliates and the availability of its senior management team and other personnel;

•liquidity transactions that may be available to us in the future, including a liquidation of our assets, a sale of our company, a listing of our shares of common stock on a national securities exchange, or an adoption of a share repurchase plan or a strategic business combination, in each case, which may include the distribution of our common stock indirectly owned by certain of our affiliate funds (the “Terra Funds”) to the ultimate investors in the Terra Funds, and the timing of any such transactions;

•actions and initiatives of the U.S. federal, state and local government and changes to the U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies;

•limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our exemption from registration as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes; and

•the degree and nature of our competition.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part I — Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2021 and in “Part II — Item 1A. Risk Factors” in this quarterly report on Form 10-Q. Other factors that could cause actual results to differ materially include:

•changes in the economy;

•risks associated with possible disruption in our operations or the economy generally due to acts of war or other military conflicts (including the recent outbreak of hostilities between Russia and Ukraine), terrorism or natural disasters; and

•future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we may file in the future with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

We are a real estate credit focused company that originates, structures, funds and manages commercial real estate credit investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States, which we collectively refer to as our targeted assets. Our loans finance the acquisition, construction, development or redevelopment of quality commercial real estate in the United States. We focus on the origination of middle market loans in the approximately $10 million to $50 million range, to finance properties primarily in primary and secondary markets. We believe loans in this size range are subject to less competition, offer higher risk adjusted returns than larger loans with similar risk metrics and facilitate portfolio diversification. Our investment objective is to provide attractive risk-adjusted returns to our stockholders, primarily through regular distributions. There can be no assurances that we will be successful in meeting our investment objective.

As of September 30, 2022, we held a net loan portfolio (gross loans less obligations under participation agreements and secured borrowing) comprised of 21 loans in eight states with an aggregate net principal balance of $472.4 million, a weighted average coupon rate of 9.8%, a weighted average loan-to-value ratio of 72.5% and a weighted average remaining term to maturity of 1.1 years.

Each of our loans was originated by Terra Capital Partners or its affiliates. Our portfolio is diversified based on location of the underlying properties, loan structure and property type. As of September 30, 2022, our portfolio included underlying properties located in 21 markets, across eight states and includes property types such as multifamily housing, hotels, student housing, commercial offices, medical offices, mixed-use and industrial properties. The profile of these properties ranges from stabilized and value-added properties to pre-development and construction. Our loans are structured across mezzanine debt, first mortgages, preferred equity investments and credit facilities.

We were incorporated under the Maryland General Corporation Law on December 31, 2015. Through December 31, 2015, our business was conducted through a series of predecessor private partnerships. At the beginning of 2016, we completed the merger of these private partnerships into a single entity as part of our plan to reorganize our business as a REIT for federal income tax purposes. Following the REIT formation transaction, Terra Fund 5 contributed the consolidated portfolio of net assets of certain Terra Funds to our company in exchange for all of the shares of our common stock. On March 2, 2020, we engaged in a series of transactions pursuant to which we issued an aggregate of 4,574,470.35 shares of common stock in exchange for the settlement of an aggregate of $49.8 million of participation interests in loans held by us, cash of $25.5 million and other working capital. As of September 30, 2022, Terra JV held 87.4% of the issued and outstanding shares of our common stock with the remainder held by Terra Offshore REIT.

We have elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016. So long as we qualify as a REIT, we generally are not subject to U.S. federal income tax on our net taxable income to the extent that we annually distribute all of our net taxable income to our stockholders.

Recent Developments

Terra BDC Merger

As previously disclosed, we continue to explore alternative liquidity transactions on an opportunistic basis to maximize stockholder value. Examples of the alternative liquidity transactions that, depending on market conditions, may be available to us include a listing of our shares of common stock on a national securities exchange, adoption of a share repurchase plan, a liquidation of our assets, a sale of our company or a strategic business combination, in each case, which may include the in-kind distribution of our shares of common stock indirectly owned by certain Terra Funds to the ultimate investors in such Terra Funds.

On October 1, 2022 (the “Closing Date”), pursuant to certain Agreement and Plan of Merger, dated as of May 2, 2022 (the “Merger Agreement”), Terra BDC merged with and into Terra Income Fund 6, LLC (formerly Terra Merger Sub, LLC), our wholly owned subsidiary (“Terra LLC”), with Terra LLC continuing as the surviving entity of the merger (the “Merger”) and as our wholly owned subsidiary. The Certificate of Merger and Articles of Merger with respect to the Merger were filed with the Secretary of State of the State of Delaware and State Department of Assessments and Taxation of Maryland (the “SDAT”), respectively, with an effective time and date of 12:02 a.m., Eastern Time, on the Closing Date (the “Effective Time”).

At the Effective Time, except for any shares of common stock, par value $0.001 per share, of Terra BDC (“Terra BDC Common Stock”) held by us or any of our wholly owned subsidiaries or Terra BDC, which shares were automatically retired and ceased to exist with no consideration paid therefor, each issued and outstanding share of Terra BDC Common Stock was automatically cancelled and retired and converted into the right to receive (i) 0.595 shares of our newly designated Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), and (ii) cash, without interest, in lieu of any fractional shares of Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of Class B Common Stock to which such holder would otherwise be entitled by (y) $14.38.

On the Closing Date, we filed with the SDAT our Articles of Amendment to the Articles of Amendment and Restatement (the “Charter Amendment”). Pursuant to the Charter Amendment, (i) the authorized shares of our stock which we have authority to issue were increased from 500,000,000 to 950,000,000, consisting of 450,000,000 shares of Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), 450,000,000 shares of Class B Common Stock, and 50,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), and (ii) each share of our common stock issued and

outstanding immediately prior to the Effective Time was automatically changed into one issued and outstanding share of Class B Common Stock.

The Class B Common Stock rank equally with and have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as each other share of our common stock, except as set forth below with respect to conversion.

On the date that is 180 calendar days (or, if such date is not a business day, the next business day) after the date (the “First Conversion Date”) of initial listing of shares of Class A Common Stock for trading on a national securities exchange or such earlier date as approved by our board of directors (our “Board”), one-third of the issued and outstanding shares of Class B Common Stock will automatically and without any action on the part of the holder thereof convert into an equal number of shares of Class A Common Stock. On the date that is 365 calendar days (or, if such date is not a business day, the next business day) after the date of initial listing of shares of Class A Common Stock for trading on a national securities exchange or such earlier date following the First Conversion Date as approved by our Board (the “Second Conversion Date”), one-half of the issued and outstanding shares of Class B Common Stock will automatically and without any action on the part of the holder thereof convert into an equal number of shares of Class A Common Stock. On the date that is 545 calendar days (or, if such date is not a business day, the next business day) after the date of initial listing of shares of Class A Common Stock for trading on a national securities exchange or such earlier date following the Second Conversion Date as approved by our Board, all of the issued and outstanding shares of Class B Common Stock will automatically and without any action on the part of the holder thereof convert into an equal number of shares of Class A Common Stock.

As of the Effective Time and in accordance with the Merger Agreement, the size of our Board was increased by three members and each of Spencer Goldenberg, Adrienne Everett and Gaurav Misra (each a “Terra BDC Designee) was elected to our Board to fill the vacancies created by such increase, with each Terra BDC Designee to serve until our next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Each of the other members of our Board immediately prior to the Effective Time will continue as members following the Effective Time.

COVID-19 Pandemic

As the COVID-19 pandemic has evolved from its emergence in early 2020, so has its global impact. Many countries have at times re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel and in some cases have at times limited operations of certain businesses and taken other restrictive measures designed to help slow the spread of COVID-19 and its variants. Governments and businesses have also instituted vaccine mandates and testing requirements for employees. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans. Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future. For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess.

Portfolio Summary

The following tables provide a summary of our net loan portfolio as of September 30, 2022 and December 31, 2021:


	September 30, 2022
	Fixed Rate			Floating Rate (1)(2)(3)			Total Gross Loans			Obligations under Participation Agreements			Total Net Loans
Number of loans	4			17			21			3			21
Principal balance	$	44,218,162		$	465,046,452		$	509,264,614		$	36,831,634		$	472,432,980
Amortized cost	44,483,378			445,695,865			490,179,243			36,952,837			453,226,406
Fair value	43,983,296			442,446,124			486,429,420			33,423,769			453,005,651
Weighted average coupon rate	13.67		%	9.68		%	10.03		%	12.74		%	9.81		%
Weighted-average remaining term (years)	1.86			1.01			1.08			0.34			1.14


	December 31, 2021
	Fixed Rate			Floating Rate (1)(2)(3)			Total Gross Loans			Obligations under Participation Agreements and Secured Borrowing			Total Net Loans
Number of loans	6			15			21			4			21
Principal balance	$	74,880,728		$	405,270,423		$	480,151,151		$	76,569,398		$	403,581,753
Amortized cost	75,520,212			394,153,102			469,673,314			76,818,156			392,855,158
Fair value	75,449,410			391,752,209			467,201,619			75,900,089			391,301,530
Weighted average coupon rate	12.39		%	7.01		%	7.85		%	10.40		%	7.37		%
Weighted-average remaining term (years)	1.93			1.45			1.53			0.82			1.66

_______________

(1)These loans pay a coupon rate of London Interbank Offered Rate (“LIBOR”) or Secured Overnight Financing Rate (“SOFR”) plus a fixed spread. Coupon rate shown was determined using LIBOR of 3.14%, average SOFR of 2.47% and forward-looking term rate based on SOFR (“Term SOFR”) of 3.04% as of September 30, 2022 and LIBOR of 0.10% as of December 31, 2021.

(3)As of September 30, 2022 and December 31, 2021, fifteen and thirteen of these loans, respectively, are subject to a LIBOR or SOFR floor, as applicable.

In addition to our net loan portfolio, as of September 30, 2022, we owned a multi-tenant office building acquired pursuant to a foreclosure and as of December 31, 2021, we owned 4.9 acres of land acquired pursuant to a deed in lieu of foreclosure and the multi-tenant office building. The parcel of land was sold in the second quarter of 2022. The real estate and related lease intangible assets and liabilities had a net carrying value of $41.7 million and $56.1 million as of September 30, 2022 and December 31, 2021, respectively. The mortgage loan payable encumbering the office building had an outstanding principal amount of $31.3 million and $32.0 million as of September 30, 2022 and December 31, 2021, respectively.

Additionally, as of September 30, 2022 and December 31, 2021, we owned 30.9% and 50.0%, respectively, of equity interest in a limited partnership that invests primarily in performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. During 2022 and 2021, we purchased equity interests in three joint ventures. As of September 30, 2022 and December 31, 2021, these equity interests had total carrying value of $57.1 million and $69.7 million, respectively.

Portfolio Investment Activity

For the three months ended September 30, 2022 and 2021, we invested $94.8 million and $56.5 million in new and add-on investments and had $31.6 million and $37.7 million of repayments, resulting in net investments of $63.2 million and $18.8 million, respectively. Amounts are net of obligations under participation agreements, secured borrowing, borrowings under the master repurchase agreement, the term loan, the repurchase agreements and the revolving line of credit.

For the nine months ended September 30, 2022 and 2021, we invested $120.5 million and $85.9 million in new and add-on investments and had $43.5 million and $69.0 million of repayments, resulting in net investments of $77.0 million and $16.9 million, respectively. Amounts are net of obligations under participation agreements, secured borrowing, borrowings under the master repurchase agreement, the term loan, the repurchase agreements and the revolving line of credit.

Net Loan Portfolio Information

The tables below set forth the types of loans in our loan portfolio, as well as the property type and geographic location of the properties securing these loans, on a net loan basis, which represents our proportionate share of the loans, based on our economic ownership of these loans.


	September 30, 2022						December 31, 2021
Loan Structure	Principal Balance		Carrying Value		% of Total		Principal Balance		Carrying Value		% of Total
First mortgages	$	370,623,912	$	374,105,299	82.6	%	$	310,933,350	$	313,515,326	79.8	%
Preferred equity investments	57,727,211		57,727,213		12.7	%	63,441,546		63,515,633		16.2	%
Mezzanine loans	32,319,357		32,446,235		7.2	%	17,444,357		17,622,804		4.5	%
Credit facility	11,762,500		11,870,198		2.6	%	11,762,500		11,859,876		3.0	%
Allowance for loan losses	—		(22,922,539)		(5.1)	%	—		(13,658,481)		(3.5)	%
Total	$	472,432,980	$	453,226,406	100.0	%	$	403,581,753	$	392,855,158	100.0	%


	September 30, 2022						December 31, 2021
Property Type	Principal Balance		Carrying Value		% of Total		Principal Balance		Carrying Value		% of Total
Office	$	153,619,338	$	154,112,318	34.1	%	$	166,071,342	$	166,836,320	42.5	%
Multifamily	119,902,801		121,113,385		26.7	%	72,999,417		73,955,240		18.8	%
Industrial	50,112,186		50,264,172		11.1	%	18,762,500		18,859,876		4.8	%
Infill land	48,079,150		48,619,458		10.7	%	28,960,455		28,923,827		7.4	%
Hotel - full/select service	43,222,382		43,738,349		9.7	%	56,847,381		57,395,682		14.6	%
Mixed use	29,497,123		29,558,901		6.5	%	28,940,658		28,977,024		7.4	%
Student housing	28,000,000		28,742,362		6.3	%	31,000,000		31,565,670		8.0	%
Allowance for loan losses	—		(22,922,539)		(5.1)	%	—		(13,658,481)		(3.5)	%
Total	$	472,432,980	$	453,226,406	100.0	%	$	403,581,753	$	392,855,158	100.0	%


	September 30, 2022						December 31, 2021
Geographic Location	Principal Balance		Carrying Value		% of Total		Principal Balance		Carrying Value		% of Total
United States
California	$	164,305,740	$	166,047,515	36.7	%	$	187,209,547	$	189,082,380	48.1	%
New York	57,727,211		57,727,213		12.8	%	63,441,546		63,515,633		16.2	%
Georgia	55,565,351		55,824,187		12.3	%	53,289,288		53,536,884		13.6	%
Washington	51,517,559		51,778,575		11.4	%	3,523,401		3,382,683		0.9	%
New Jersey	48,428,836		48,748,885		10.8	%	—		—		—	%
Arizona	31,000,000		31,264,547		6.9	%	—		—		—	%
North Carolina	28,888,283		29,015,661		6.4	%	44,492,971		44,704,699		11.4	%
Utah	28,000,000		28,742,362		6.3	%	28,000,000		28,420,056		7.2	%
Massachusetts	7,000,000		7,000,000		1.5	%	7,000,000		7,000,000		1.8	%
Texas	—		—		—	%	13,625,000		13,725,690		3.5	%
South Carolina	—		—		—	%	3,000,000		3,145,614		0.8	%
Allowance for loan losses	—		(22,922,539)		(5.1)	%	—		(13,658,481)		(3.5)	%
Total	$	472,432,980	$	453,226,406	100.0	%	$	403,581,753	$	392,855,158	100.0	%

Factors Impacting Operating Results

Our results of operations are affected by a number of factors and primarily depend on, among other things, the level of the interest income from targeted assets, the market value of our assets and the supply of, and demand for, real estate-related loans, including mezzanine loans, first mortgage loans, subordinated mortgage loans, preferred equity investments and other loans related to high quality commercial real estate in the United States, and the financing and other costs associated with our business. Interest income and borrowing costs may vary as a result of changes in interest rates, which could impact the net interest we receive on our assets. Our operating results may also be impacted by conditions in the financial markets and unanticipated credit events experienced by borrowers under our loan assets.

Credit Risk

Credit risk represents the potential loss that we would incur if our borrowers failed to perform pursuant to the terms of their obligations to us. With respect to our loan portfolio, we seek to manage credit risk by limiting exposure to any one individual borrower and any one asset class.

Additionally, our Manager employs an asset management approach and monitors the portfolio of investments through, at a minimum, quarterly financial review of property performance including net operating income, loan-to-value, debt service coverage ratio and the debt yield. Our Manager also requires certain borrowers to establish an interest reserve, as a form of additional collateral, for the purpose of providing for future interest or property-related operating payments.

The performance and value of our loans depends upon the sponsors’ ability to operate or manage the development of the respective properties that serve as collateral so that each property’s value ultimately supports the repayment of the loan balance. Mezzanine loans and preferred equity investments are subordinate to senior mortgage loans and, therefore, involve a higher degree of risk. In the event of a default, mezzanine loans and preferred equity investments will be satisfied only after the senior lender’s investment is fully recovered. As a result, in the event of a default, we may not recover all of our investments.

In addition, we are exposed to the risks generally associated with the commercial real estate market, including variances in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond our control. We seek to manage these risks through our Manager's underwriting and asset management processes.

The COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in construction and development projects currently planned or underway. While the economy has improved significantly, macroeconomic trends associated with COVID-19 pandemic have persisted and could continue to persist and impair our borrowers’ ability to pay principal and interest due to us under our loan agreements.

We maintain all of our cash at financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation.

Concentration Risk

We hold real estate-related loans. Thus, our loan portfolio may be subject to a more rapid change in value than would be the case if it were required to maintain a wide diversification among industries, companies and types of loans. The result of such concentration in real estate assets is that a loss in such loans could materially reduce our capital.

Interest Rate Risk

Interest rate risk represents the effect from a change in interest rates, which could result in an adverse change in the fair value of our interest-bearing financial instruments. With respect to our business operations, increases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to increase; (ii) the value of real estate-related loans to decline; (iii) coupons on variable rate loans to reset, although on a delayed basis, to higher interest rates; (iv) to the extent applicable under the terms of our investments, prepayments on real estate-related loans to slow; and (v) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to increase.

Conversely, decreases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to decrease; (ii) the value of real estate-related loans to increase; (iii) coupons on variable rate real estate-related loans to reset, although on a delayed basis, to lower interest rates; (iv) to the extent applicable under the terms of our

investments, prepayments on real estate-related loans to increase; and (v) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to decrease.

Prepayment Risk

Prepayments can either positively or adversely affect the yields on our loans. Prepayments on debt instruments, where permitted under the debt documents, are influenced by changes in current interest rates and a variety of economic, geographic and other factors beyond our control, and consequently, such prepayment rates cannot be predicted with certainty. If we do not collect a prepayment fee in connection with a prepayment or are unable to invest the proceeds of such prepayments received, the yield on the portfolio will decline. In addition, we may acquire assets at a discount or premium and if the asset does not repay when expected, the anticipated yield may be impacted. Under certain interest rate and prepayment scenarios we may fail to recoup fully our cost of acquisition of certain loans.

Extension Risk

Extension risk is the risk that our assets will be repaid at a slower rate than anticipated and generally increases when interest rates rise. In which case, to the extent we have financed the acquisition of an asset, we may have to finance our asset at potentially higher costs without the ability to reinvest principal into higher yielding securities because borrowers prepay their mortgages at a slower pace than originally expected, adversely impacting our net interest spread, and thus our net interest income.

Real Estate Risk

The market values of commercial and residential mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters; and other acts of god. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.

Use of Leverage

We deploy moderate amounts of leverage as part of our operating strategy, which may consist of borrowings under first mortgage financings, warehouse facilities, term loans, repurchase agreements and other credit facilities. While borrowing and leverage present opportunities for increasing total return, they may have the effect of potentially creating or increasing losses.

Market Risk

Our loans are highly illiquid, and there is no assurance that we will achieve our investment objectives, including targeted returns. Due to the illiquidity of the loans, valuation of our loans may be difficult, as there generally will be no established markets for these loans.

Results of Operations

The following table presents the comparative results of our operations for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,							Nine Months Ended September 30,
	2022		2021			Change		2022		2021		Change
Revenues
Interest income	$	9,839,007	$	9,918,763		$	(79,756)	$	28,995,209	$	26,790,178	$	2,205,031
Real estate operating revenue	2,962,812		2,191,178			771,634		8,933,587		6,468,519		2,465,068
Prepayment fee income	809,301		190,997			618,304		1,984,061		190,997		1,793,064
Other operating income	52,046		345,180			(293,134)		550,692		741,973		(191,281)
	13,663,166		12,646,118		12,646,118	1,017,048		40,463,549		34,191,667		6,271,882
Operating expenses
Operating expenses reimbursed to Manager	2,013,135		1,528,223			484,912		6,082,333		4,878,050		1,204,283
Asset management fee	1,611,934		1,420,119			191,815		4,740,657		3,733,358		1,007,299
Asset servicing fee	379,712		311,127			68,585		1,124,759		861,324		263,435
Provision for loan losses	9,188,129		716,164			8,471,965		9,264,058		1,565,245		7,698,813
Real estate operating expenses	1,274,849		1,264,501			10,348		3,740,140		3,751,921		(11,781)
Depreciation and amortization	1,718,374		931,725			786,649		5,155,119		2,795,173		2,359,946
Impairment charge	—		—			—		1,604,989		—		1,604,989
Professional fees	594,318		535,564			58,754		2,348,190		1,525,915		822,275
Directors fees	36,249		36,249			—		108,748		108,748		—
Other	49,016		95,775			(46,759)		506,640		299,960		206,680
	16,865,716		6,839,447			10,026,269		34,675,633		19,519,694		15,155,939
Operating (loss) income	(3,202,550)		5,806,671			(9,009,221)		5,787,916		14,671,973		(8,884,057)
Other income and expenses			—
Interest expense from obligations under participation agreements	(562,182)		(3,278,294)			2,716,112		(2,875,946)		(7,931,176)		5,055,230
Interest expense on repurchase agreement payable	(2,394,754)		—			(2,394,754)		(4,815,863)		—		(4,815,863)
Interest expense on mortgage loan payable	(534,617)		(573,687)			39,070		(1,574,063)		(1,916,696)		342,633
Interest expense on revolving line of credit	(647,473)		(223,902)			(423,571)		(1,872,504)		(404,399)		(1,468,105)
Interest expense on term loan payable	—		(1,653,250)			1,653,250		(164,969)		(4,972,200)		4,807,231
Interest expense on unsecured notes payable	(1,436,107)		(1,409,274)			(26,833)		(4,299,167)		(1,746,135)		(2,553,032)
Interest expense on secured borrowing	(397,932)		(467,957)			70,025		(1,507,572)		(1,102,667)		(404,905)
Net unrealized losses on marketable securities	—		(257,329)			257,329		(133,994)		(23,063)		(110,931)
Loss on sale of real estate	—		—			—		(51,984)		—		(51,984)
Income from equity investment in unconsolidated investments	1,483,846		1,824,825			(340,979)		4,267,513		4,563,491		(295,978)
Gain on sale of interests in unconsolidated investments	799,827		—			799,827		799,827		—		799,827
Realized loss on loan repayments	—		(517,989)			517,989		—		(517,989)		517,989
Realized gains on marketable securities	—		22,428			(22,428)		83,411		22,428		60,983
	(3,689,392)		(6,534,429)			2,845,037		(12,145,311)		(14,028,406)		1,883,095
Net (loss) income	$	(6,891,942)	$	(727,758)		$	(6,164,184)	$	(6,357,395)	$	643,567	$	(7,000,962)

Net Loan Portfolio

In assessing the performance of our loans, we believe it is appropriate to evaluate the loans on an economic basis, that is, gross loans net of obligations under participation agreements, term loan payable, revolving credit facility and repurchase agreement payable.

The following tables presents a reconciliation of our loan portfolio from a gross basis to net basis for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021
	Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)		Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)
Total portfolio
Gross loans	$	533,529,996	9.8	%	$	472,048,987	8.6	%
Obligations under participation agreements and secured borrowing	(68,210,457)		10.5	%	(135,954,081)		11.4	%
Repurchase agreement payable	(193,403,018)		4.8	%	—		—	%
Term loan payable	—		—	%	(105,432,234)		5.3	%
Revolving line of credit	(42,251,492)		6.4	%	(14,284,331)		4.0	%
Net loans (3)	$	229,665,029	14.4	%	$	216,378,341	8.8	%
Senior loans
Gross loans	394,986,942		8.6	%	274,103,005		6.5	%
Obligations under participation agreements and secured borrowing	(25,547,563)		8.1	%	(58,354,524)		8.5	%
Repurchase agreement payable	(193,403,018)		4.8	%	—		—	%
Term loan payable	—		—	%	(105,432,234)		5.3	%
Revolving line of credit	(42,251,492)		6.4	%	(14,284,331)		4.0	%
Net loans (3)	$	133,784,869	15.0	%	$	96,031,916	7.1	%
Subordinated loans (4)
Gross loans	138,543,054		12.9	%	197,945,982		11.5	%
Obligations under participation agreements	(42,662,894)		12.7	%	(77,599,557)		13.6	%
Net loans (3)	$	95,880,160	13.1	%	$	120,346,425	10.2	%


	Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
	Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)		Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)
Total portfolio
Gross loans	$	532,459,434	9.6	%	$	437,583,339	8.5	%
Obligations under participation agreements and secured borrowing	(77,530,600)		10.6	%	(113,149,622)		10.9	%
Repurchase agreement payable	(209,832,900)		4.8	%	—		—	%
Term loan payable	(13,788,746)		5.3	%	(106,764,197)		5.3	%
Revolving line of credit	(49,545,296)		6.4	%	(8,196,644)		4.0	%
Net loans (3)	$	181,761,892	15.9	%	$	209,472,876	9.0	%
Senior loans
Gross loans	394,398,316		8.4	%	265,609,382		6.5	%
Obligations under participation agreements and secured borrowing	(33,158,284)		8.1	%	(52,106,914)		8.5	%
Repurchase agreement payable	(209,832,900)		4.8	%	—		—	%
Term loan payable	(13,788,746)		5.3	%	(106,764,197)		5.3	%
Revolving line of credit	(49,545,296)		6.4	%	(8,196,644)		4.0	%
Net loans (3)	$	88,073,090	18.5	%	$	98,541,627	6.8	%
Subordinated loans (4)
Gross loans	138,061,118		12.9	%	171,973,957		11.6	%
Obligations under participation agreements	(44,372,316)		12.7	%	(61,042,708)		12.9	%
Net loans (3)	$	93,688,802	13.0	%	$	110,931,249	10.9	%

_______________

(1)Amount is calculated based on the number of days each loan is outstanding.

(2)Amount is calculated based on the underlying principal amount of each loan.

(3)The weighted average coupon rate represents net interest income over the period calculated using the weighted average coupon rate and weighted average principal amount shown on the table (interest income on the loans less interest expense) divided by the weighted average principal amount of the net loans during the period.

(4)Subordinated loans include mezzanine loans, preferred equity investments and credit facilities.

Interest Income

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, interest income decreased by $0.1 million and increased by $2.2 million, respectively, primarily due to the suspension of interest income on three loans because recovery of such income was doubtful, partially offset and more than offset, respectively, by an increase in contractual interest income as a result of an increase in the weighted average principal balance of gross loans and as well an increase in the weighted average coupon rate.

Real Estate Operating Revenue

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, real estate operating revenue increased by $0.8 million and $2.5 million, respectively, as a result of lease termination income recognized in 2022 in connection with a termination notice received in November 2021.

Prepayment Fee Income

Prepayment fee income represents prepayment fees charged to borrowers for the early repayment of loans.

For both the three and nine months ended September 30, 2022 as compared to the same periods in 2021, prepayment fee income increased by $0.6 million and $1.8 million, respectively, as a result of an increase in loans with minimum yield provisions repaid before maturity.

Other Operating Income

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, other operating income decreased by $0.3 million and $0.2 million, respectively, as a result of a decrease in dividend income earned on the marketable securities we invested in.

Operating Expenses Reimbursed to Manager

Under the terms of a management agreement (the “Management Agreement”) with our Manager, we reimburse our Manager for operating expenses incurred in connection with services provided to us, including our allowable share of our Manager’s overhead, such as rent, employee costs, utilities and technology costs.

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, operating expenses reimbursed to our Manager increased by $0.5 million and $1.2 million, respectively, as a result of an increase in the allocation ratio resulting from an increase in total assets under management.

Asset Management Fee

Under the terms of the Management Agreement with our Manager, we paid our Manager a monthly asset management fee at an annual rate of 1% of the aggregate funds under management, which included the aggregate gross acquisition price, net of participation interest sold to affiliates, for each real estate-related investment and cash held by us.

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, asset management fees increased by $0.2 million and $1.0 million, respectively, primarily due to an increase in total assets under management.

Asset Servicing Fee

Under the terms of the Management Agreement with our Manager, we paid our Manager a monthly servicing fee at an annual rate of 0.25% of the aggregate gross origination price or acquisition price for each real estate-related loan held by us.

For each of the three and nine months ended September 30, 2022 as compared to the same periods in 2021, asset servicing fees increased by $0.1 million and $0.3 million, respectively, primarily due to an increase in total assets under management.

Provision for Loan Losses

Our Manager performs a quarterly evaluation for possible impairment of our portfolio of loans. We record an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4”, plus (ii) 5% of the aggregate carrying amount of loans rated as a “5”, plus (iii) impaired loan reserves, if any.

As of September 30, 2022, we did not have any loans with a loan risk rating of “4” or “5”, and did not record any general allowance for loan losses for the three and nine months ended September 30, 2022. As of September 30, 2022, we had three loans deemed impaired and recorded specific allowance for loan losses of $9.2 million and $9.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2021, we had one loan with a loan risk rating of “4” and no loans with a loan risk rating of “5”, and reversed the previously recorded general allowance for loan losses of $0.4 million for the nine months ended September 30, 2021. Additionally, as of September 30, 2021, we had three loans deemed impaired and recorded specific allowance for loan losses of $0.7 million and $2.0 million for the three and nine months ended September 30, 2021, respectively.

Depreciation and Amortization

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, depreciation and amortization increased by $0.8 million and $2.4 million, respectively, primarily due to a lease termination notice received in November 2021, at which time we accelerated the amortization of lease intangibles.

Impairment Charge

For the nine months ended September 30, 2022, we recorded an impairment charge of $1.6 million on the development land in order to reduce the carrying value of the land to its estimated fair value, which is the estimated selling price less the cost

of sale. The development land was sold in the second quarter of 2022. There was no impairment charge recorded for three months ended September 30, 2022 or the three and nine months ended September 30, 2021.

Professional Fees

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, professional fees increased by $0.1 million and $0.8 million, respectively, primarily due to legal fees incurred in connection with litigation related to the ground rent described above as well as a loan refinancing in 2022 which we accounted for as a loan modification.

Other

For the three months ended September 30, 2022 as compared to the same period in 2021, other expense was substantially the same. For the nine months ended September 30, 2022 as compared to the same period in 2021, other expense increased by $0.2 million, as a result of a fee paid to a third-party in connection with the sale of a parcel of land.

Interest Expense from Obligations under Participation Agreements

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, interest expense from obligations under participation agreements decreased by $2.7 million and $5.1 million, respectively, as a result of a decrease in weighted average principal amount outstanding on obligations under participation agreements.

Interest Expense on Repurchase Agreement Payable

On November 8, 2021, we entered into a master repurchase agreement that provides for advances of up to $195 million which we expect to use to finance certain secured performing commercial real estate loans, including senior mortgage loans. Additionally, on February 18, 2022, we entered into another master repurchase agreement that provides for advances of up to $200 million, which we expect to use to finance the originations of certain secured performing commercial real estate loans and the acquisitions of certain secured non-performing commercial real estate loans.

For the three and nine months ended September 30, 2022, interest expense on repurchase agreement payable was $2.4 million and $4.8 million, respectively. There was no interest expense on repurchase agreement payable for the three and nine months ended September 30, 2021.

Interest Expense on Mortgage Loan Payable

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, interest expense on mortgage loan payable decreased by $0.04 million and $0.3 million, respectively, as a result of a decrease in the weighted average principal amount outstanding on mortgage loan payable.

Interest Expense on Revolving Line of Credit

On March 12, 2021, we entered into a Business Loan and Security Agreement (the “revolving line of credit”) to provide for advances up to the lesser of $75.0 million or the amount determined by the borrowing base, which is based on the eligible assets pledged to the lender. On January 4, 2022, we amended the revolving line of credit to increase the maximum amount available to $125.0 million.

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, interest expense on revolving line of credit increased by $0.4 million and $1.5 million, respectively, due to an increase in weighted average principal amount outstanding on the revolving line of credit.

Interest Expense on Term Loan Payable

On September 3, 2020, we entered into an indenture and credit agreement that provided for a floating rate loan of $103.0 million, $3.6 million of additional future advances, and up to $11.6 million of additional future discretionary advances, in connection with certain outstanding funding commitments under the mortgage assets owned by us and financed under the

indenture and credit agreement. The loan bore interest at LIBOR plus 4.25% with a LIBOR floor of 1.0%. On February 18, 2022, we refinanced this loan with a new repurchase agreement.

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, interest expense on term loan payable decreased by $1.7 million and $4.8 million, respectively, as a result of a decrease in the weighted average principal amount outstanding on term loan payable. Additionally, in connection with the refinancing, we reversed the previously accrued step-up interest of $0.4 million during the first quarter of 2022.

Interest Expense on Secured Borrowing

In March 2020, we entered into a financing transaction where a third-party purchased an A-note position. However, the sale of the A-note position did not qualify for sale accounting treatment and therefore, the gross amount of the loan remains in the consolidated balance sheets. The portion that was sold is reflected as secured borrowing in the consolidated balance sheet, and the associated interest is reflected as interest expense on secured borrowing in the consolidated statements of operations. The secured borrowing was repaid in August 2022.

For the three months ended September 30, 2022 as compared to the same period in 2021, interest expense on secured borrowing decreased by $0.1 million reflecting the repayment in August 2022. For the nine months ended September 30, 2022 as compared to the same period in 2021, interest expense on secured borrowing increased by $0.4 million as a result of an increase in the weighted average principal amount outstanding.

Interest Expense on Unsecured Notes Payable

In June 2021, we issued $85.1 million in aggregate principal amount of 6.00% notes due 2026, for net proceeds of $82.5 million after deducting underwriting commissions of $2.7 million, but before offering expenses payable by us.

For the three and nine months ended September 30, 2022 as compared to the same periods in 2021, interest expense on unsecured notes payable increased by $0.03 million and $2.6 million, respectively, as a result of an increase in the weighted average principal amount outstanding.

Income from Equity Investment in Unconsolidated Investments

In August 2020, we entered into a subscription agreement with RESOF, an affiliate managed by our Manager, whereby we committed to fund up to $50.0 million to purchase partnership interest in RESOF. RESOF’s primary investment objective is to generate attractive risk-adjusted returns by purchasing performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. RESOF may also opportunistically originate high-yield mortgages or loans in real estate special situations including rescue financings, bridge loans, restructurings and bankruptcies (including debtor-in-possession loans). As of September 30, 2022 and December 31, 2021, we owned 30.9% and 50.0% of the equity interest in RESOF, respectively.

In the fourth quarter of 2021, we purchased an 80% equity interest in two joint ventures with one of the joint ventures owning a 1.4 million square feet industrial facility located in Arlington, Texas and the other one owning a 147,000 square feet warehouse facility located in Miami, Florida. Additionally, in the first quarter of 2022, we purchased a 90% equity interest in a joint venture that owns a three-property 371-unit multifamily facility in South Florida. We account for our equity interests in these investments using the equity method of accounting. In September 2022, we sold a 53% effective interest in two joint ventures and 59% effective interest in another joint venture.

For the three and nine months ended September 30, 2022, we recognized income from equity investment in unconsolidated investments of $1.5 million and $4.3 million, which consisted of equity income from RESOF of $2.1 million and $5.0 million and equity loss from the joint ventures of $0.6 million and $0.7 million, respectively. For the three and nine months ended September 30, 2021, we recognized income from equity investment in unconsolidated investments of $1.8 million and $4.6 million, respectively, on our investment in RESOF.

Gain on Sale of Interests in Unconsolidated Investments

In September 2022, we sold a 53% effective interest in two joint ventures and 59% effective interest in another joint venture for a total of $33.7 million and recognized a gain on sale of $0.8 million for the three and nine months ended September 30, 2022. There was no such gain for the three and nine months ended September 30, 2021.

Realized Loss on Repayment of Loans

For the three and nine months ended September 30, 2022, we did not recognize any gain or loss on repayment of loans. For the three and nine months ended September 30, 2021, two previously defaulted loans were repaid at a discount and we recognized a net loss on loan repayment of $0.5 million, excluding previously accrued allowance for loan losses of $1.0 million.

Net (loss) Income

For the three months ended September 30, 2022 as compared to the same period in 2021, the resulting net loss increased by $6.2 million. For the nine months ended September 30, 2022, the resulting net loss was $6.4 million, compared to the resulting net income of $0.6 million for the same period in 2021.

Financial Condition, Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, funding and maintaining our assets and operations, making distributions to our stockholders and other general business needs. We use significant cash to purchase our target assets, repay principal and interest on our borrowings, make distributions to our investors and fund our operations. Our primary sources of cash generally consist of payments of principal and interest we receive on our portfolio of investments, cash generated from our operating results and unused borrowing capacity under our financing sources. We deploy moderate amounts of leverage as part of our operating strategy and use a number of sources to finance our target assets, including our senior notes, term loan, repurchase agreement and revolving line of credit. We may use other sources to finance our target assets, including bank financing and arranged financing facilities with domestic or international financing providers. In addition, we may divide the loans we originate into senior and junior tranches and dispose of the more senior tranches as an additional means of providing financing to our business.

We may also issue additional equity, equity-related and debt securities to fund our investment strategies. We may issue these securities to unaffiliated third parties or to vehicles advised by affiliates of Terra Capital Partners or third parties. As part of our capital raising transactions, we may grant to one or more of these vehicles certain control rights over our activities including rights to approve major decisions we take as part of our business. In order to qualify as a REIT, we must distribute to our stockholders, each calendar year, at least 90% of our REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for our business.

Obligations under participation agreements totaling $24.0 million will mature in the next twelve months. We expect to use the proceeds from the repayment of the corresponding investments to repay the participation obligations. Additionally, we expect to fund approximately $60.4 million of the unfunded commitments to borrowers during the next twelve months. We expect to maintain sufficient cash on hand to fund such commitments through matching these commitments with principal repayments on outstanding loans or draw downs on our credit facilities. Additionally, we had $31.3 million of borrowings outstanding under a mortgage loan payable that bear interest at an annual rate of LIBOR plus 3.85% with a LIBOR floor of 2.23%, that is collateralized by an office building. The mortgage loan payable matures on November 14, 2022. We expect to refinance the mortgage loan payable before it matures.

Summary of Financing

The table below summarizes our debt financing as of September 30, 2022:


Type of Financing	Maximum Amount Available		Outstanding Balance		Amount Remaining Available		Interest Rate	Maturity Date
Fixed Rate:
Senior unsecured notes	N/A		$	85,125,000	N/A		6.00%	6/30/2026
			$	85,125,000
Variable Rate:
Mortgage loan payable	N/A		$	31,338,350	N/A		LIBOR plus 3.85% with a LIBOR floor of 2.23%	11/14/2022
Line of credit	$	125,000,000	24,135,865		$	100,864,135	LIBOR plus 3.25% with a combined floor of 4.0%	3/12/2024
UBS repurchase agreement	195,000,000		75,449,600		119,550,400		LIBOR or Term SOFR depending on repurchased asset index plus a spread ranging from 1.60% to 2.25%	11/7/2024
GS repurchase agreement	200,000,000		119,826,606		80,173,394		Term SOFR (subject to underlying loan floors on a case-by-case basis) plus a spread ranging from 1.75% to 3.00%)	2/18/2024
	$	520,000,000	$	250,750,421	$	300,587,929

Cash Flows Used In Operating Activities

For the nine months ended September 30, 2022 as compared to the same period in 2021, cash flows used in operating activities decreased by $1.4 million, primarily due to an increase in contractual interest income.

Cash Flows Used In Investing Activities

For the nine months ended September 30, 2022, cash flows used in investing activities were $3.0 million, primarily related to origination and purchase of loans of $187.9 million and purchase of equity interests in unconsolidated investments of $18.2 million, partially offset by proceeds from repayments of loans of $158.8 million, proceeds from sale of interests in joint ventures of $33.7 million, proceeds from sale of real estate of $8.6 million and proceeds from sale of marketable securities of $1.3 million.

For the nine months ended September 30, 2021, cash flows used in investing activities were $74.4 million, primarily related to origination and purchase of loans of $163.5 million, purchase of partnership interest in a limited partnership of $14.1 million and purchase of marketable securities of $6.5 million, partially offset by proceeds from repayments of loans of $105.9 million and proceeds from sale of marketable securities of $3.3 million.

Cash Flows (Used In) From Financing Activities

For the nine months ended September 30, 2022, cash flows used in financing activities were $12.1 million, primarily due to

repayments on borrowings under the term loan of $93.8 million, repayments of obligations under participation agreements and secured borrowing of $60.9 million and distributions paid of $11.4 million, offset by proceeds from borrowings under the repurchase agreements of $150.7 million and proceeds from obligations under participation agreements and secured borrowing of $21.2 million. Additionally, we received proceeds from borrowings under the revolving line of credit of $41.2 million and made repayments on borrowings under the revolving line of credit of $55.6 million.

For the nine months ended September 30, 2021, cash flows from financing activities were $112.8 million, primarily due to proceeds from issuance of unsecured notes payable, net of discount, of $82.5 million, proceeds from obligations under participation agreements and secured borrowing of $70.3 million and proceeds from borrowings under the term loan and revolving line of credit of $27.9 million. These cash inflows were partially offset by repayments on obligations under participation agreements of $23.6 million, distributions paid of $12.2 million, payment of mortgage principal of $11.9 million, repayment on borrowings under the term loan of $16.6 million, a decrease in interest reserve and other deposits hold on investments of $1.9 million and payment for deferred financing costs of $1.7 million.

Critical Accounting Policies and Use of Estimates

Our consolidated financial statements are prepared in conformity with United States generally accepted accounting principles, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the consolidated financial statements, management has utilized available information, including industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As we execute our expected operating plans, we will describe additional critical accounting policies in the notes to our future consolidated financial statements in addition to those discussed below.

Allowance for Loan Losses

Our loans are typically collateralized by either the sponsors’ equity interest in the real estate properties or the underlying real estate properties. As a result, we regularly evaluate the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations and/or reserve balances are sufficient to cover the debt service requirements currently and into the future; (ii) the ability of the borrower to refinance the loan; and/or (iii) the property’s liquidation value. We also evaluate the financial wherewithal of the sponsor as well as its competency in managing and operating the real estate property. In addition, we consider the overall economic environment, real estate sector, and geographic submarket in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, the capitalization and discount rates; (ii) site inspections; and (iii) current credit spreads and discussions with market participants.

Our Manager performs a quarterly evaluation for possible impairment of our portfolio of loans. A loan is impaired if it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. Impairment is measured based on the present value of expected future cash flows or the fair value of the collateral if the loan is collateral dependent. Upon measurement of impairment, we record an allowance to reduce the carrying value of the loan with a corresponding charge to net income.

In conjunction with the quarterly evaluation of loans not considered impaired, our Manager assesses the risk factors of each loan and assigns each loan a risk rating between 1 (very low risk) and 5 (highest risk), which is an average of the numerical ratings in the following categories: (i) sponsor capability and financial conditions; (ii) loan and collateral performance relative to underwriting; (iii) quality and stability of collateral cash flows and/or reserve balances; and (iv) loan to value. We record an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4,” (Higher risk), plus (ii) 5% of the aggregate carrying amount of loans rated as a “5,” (Highest risk) plus (iii) impaired loan reserves, if any.

There may be circumstances where we modify a loan by granting the borrower a concession that we might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDRs”), unless the modification solely results in a delay in a payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

Management Agreement with Terra REIT Advisors

We currently pay the following fees to Terra REIT Advisors pursuant to the Management Agreement:

Origination and Extension Fee. An origination fee in the amount of 1.0% of the amount used to originate, acquire, fund or structure real estate-related investments, including any third-party expenses related to such loan. In the event that the term of any real estate-related loan is extended, our Manager also receives an origination fee equal to the lesser of (i) 1.0% of the principal amount of the loan being extended or (ii) the amount of fee paid by the borrower in connection with such extension.

Asset Management Fee. A monthly asset management fee at an annual rate equal to 1.0% of the aggregate funds under management, which includes the loan origination amount or aggregate gross acquisition cost, as applicable, for each real estate-related loan and cash held by us.

Asset Servicing Fee. A monthly asset servicing fee at an annual rate equal to 0.25% of the aggregate gross origination price or aggregate gross acquisition price for each real estate related loan then held by us (inclusive of closing costs and expenses).

Disposition Fee. A disposition fee in the amount of 1.0% of the gross sale price received by our company from the disposition of each loan, but not upon the maturity, prepayment, workout, modification or extension of a loan unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of (i) 1.0% of the principal amount of the loan and (ii) the amount of the fee paid by the borrower in connection with such transaction. If we take ownership of a property as a result of a workout or foreclosure of a loan, we will pay a disposition fee upon the sale of such property equal to 1.0% of the sales price.

Transaction Breakup Fee. In the event that we receive any “breakup fees,” “busted-deal fees,” termination fees, or similar fees or liquidated damages from a third-party in connection with the termination or non-consummation of any loan or disposition transaction, our Manager will be entitled to receive one-half of such amounts, in addition to the reimbursement of all out-of-pocket fees and expenses incurred by our Manager with respect to its evaluation and pursuit of such transactions.

In addition to the fees described above, we reimburse our Manager for operating expenses incurred in connection with services provided to the operations of our company, including our allocable share of our Manager’s overhead, such as rent, employee costs, utilities, and technology costs.

The following table presents a summary of fees paid and costs reimbursed to our Manager in connection with providing services to us:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Origination and extension fee expense (1)(2)	$	737,903	$	975,598	$	1,806,215	$	1,573,612
Asset management fee	1,611,934		1,420,119		4,740,657		3,733,358
Asset servicing fee	379,712		311,127		1,124,759		861,324
Operating expenses reimbursed to Manager	2,013,135		1,528,223		6,082,333		4,878,050
Disposition fee (3)	410,694		342,508		890,194		657,196
Total	$	5,153,378	$	4,577,575	$	14,644,158	$	11,703,540

_______________

(1)Origination and extension fee expense is generally offset with origination and extension fee income. Any excess is deferred and amortized to interest income over the term of the loan.

(2)Amount for the nine months ended September 30, 2022 excluded $0.2 million of origination fee paid to our Manager in connection with our equity investment in an unconsolidated investment. This origination fee was capitalized to the carrying value of the unconsolidated investment as a transaction cost.

(3)Disposition fee is generally offset with exit fee income and included in interest income on the consolidated statements of operations.

Cost Sharing and Reimbursement Agreement with Terra LLC

We have entered into a cost sharing and reimbursement agreement effective October 1, 2022 pursuant to which Terra LLC will be responsible for its allocable share of our expenses, including fees paid by us to our Manager based on relative assets under management.

Participation Agreements

We have further diversified our exposure to loans and borrowers by entering into participation agreements whereby we transferred a portion of certain of our loans on a pari passu basis to related parties, primarily other affiliated funds managed by our Manager or its affiliates, and to a lesser extent, unrelated parties. We have also sold a portion of a loan to a third party that did not qualify for sale accounting.

As of September 30, 2022, the principal balance of our participation obligations totaled $36.8 million, all of which were participation obligations to Terra BDC. In connection with the Merger on October 1, 2022, these obligations were eliminated.

The loans that are subject to participation agreements are held in our name, but each of the participant’s rights and obligations, including with respect to interest income and other income (e.g., exit fee, prepayment income) and related fees/expenses (e.g., disposition fees, asset management and asset servicing fees), are based upon their respective pro rata participation interest in such participated investments, as specified in the respective participation agreements. We do not have direct liability to a participant with respect to the underlying loan and the participants’ share of the investments is repayable only from the proceeds received from the related borrower/issuer of the investments and, therefore, the participants also are subject to credit risk (i.e., risk of default by the underlying borrower/issuer).

Pursuant to the participation agreement with these entities, we receive and allocate the interest income and other related investment income to the participants based on their respective pro rata participation interest. The affiliated fund participant pays related expenses also based on their respective pro rata participation interest (i.e., asset management and asset servicing fees, disposition fees) directly to our Manager, as per the terms of each respective affiliate’s management agreement.

Other than for U.S. federal income tax purposes, our loan participations do not qualify for sale treatment. As such, the investments remain on our combined consolidated balance sheets and the proceeds are recorded as obligations under participation agreements. Similarly, interest earned on the entire loan balance is recorded within “Interest income” and the interest related to the participation interest is recorded within “Interest expense from obligations under participation agreements” in the consolidated statements of operations.

For the three and nine months ended September 30, 2022, the weighted average outstanding principal balance on obligations under participation agreements and secured borrowing was approximately $68.2 million and $77.5 million, respectively, and the weighted average interest rate was approximately 10.5% and 10.6%, respectively, compared to weighted average outstanding principal balance of approximately $136.0 million and $113.1 million, respectively, and weighted average interest rate of approximately 11.4% and 10.9% for the three and nine months ended September 30, 2021, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We may be subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2022, we had 11 investments with an aggregate principal balance of $308.7 million, net of obligations under participation agreements, that provide for interest income at an annual rate of LIBOR plus a spread, 10 of which are subject to a LIBOR floor. A decrease of 100 basis points in LIBOR would decrease our annual interest income, net of interest expense on participation agreements, by approximately $3.0 million, and an increase of 100 basis points in LIBOR would increase our annual interest income, net of interest expense on participation agreements, by approximately $3.1 million. Additionally, we had six investments with an aggregate principal balance of $131.9 million that provide for interest income at an annual rate of SOFR plus a spread, all of which were subject to a SOFR floor. A decrease of 100 basis points in SOFR would decrease our annual interest income by $1.2 million, and an increase of 100 basis points would increase our annual interest income by $1.3 million.

Additionally, as of September 30, 2022, we had $31.3 million of borrowings outstanding under a mortgage loan payable that bear interest at an annual rate of LIBOR plus a spread that is collateralized by an office building; a revolving line of credit with an outstanding balance of $24.1 million that bears interest at an annual rate of LIBOR plus a spread that is collateralized by $61.3 million of first mortgages; a repurchase agreement with an outstanding balance of $75.4 million that bears interest at an annual rate of LIBOR or Term SOFR, as applicable, plus a spread that is collateralized by $106.5 million of first mortgages; and another repurchase agreement with an outstanding balance of $119.8 million that bears interest at an annual rate of Term SOFR plus a spread that is collateralized by $165.7 million of first mortgages. A decrease of 100 basis points in LIBOR and Term SOFR would decrease our annual interest expense by approximately $2.5 million, and an increase of 100 basis points in LIBOR and Term SOFR would increase our annual interest expense by approximately $2.5 million.

In July 2017, the U.K. Financial Conduct Authority, which regulates the LIBOR administrator, IBA, announced that it would cease to compel banks to participate in setting LIBOR as a benchmark by the end of 2021, which has subsequently been delayed to June 30, 2023. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial

institutions convened by the U.S. Federal Reserve, has recommended SOFR as a more robust reference rate alternative to U.S. dollar LIBOR. SOFR is calculated based on overnight transactions under repurchase agreements, backed by Treasury securities. SOFR is observed and backward looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR). SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question. As such, the future of LIBOR at this time is uncertain.

Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based loans, including our portfolio of LIBOR-indexed, floating-rate loans, or the cost of our borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based loans, including the value of the LIBOR-indexed, floating-rate loans in our portfolio, or the cost of our borrowings. In the event LIBOR is unavailable, our investment documents provide for a substitute index, on a basis generally consistent with market practice, intended to put us in substantially the same economic position as LIBOR.

We may hedge against interest rate fluctuations by using standard hedging instruments, such as futures, options and forward contracts, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. For the three and nine months ended September 30, 2022 and 2021, we did not engage in interest rate hedging activities.

Prepayment Risks

Extension Risk

Real Estate Risk

Credit Risk

We are subject to varying degrees of credit risk in connection with holding a portfolio of our target assets. With respect to our loan portfolio, we seek to manage credit risk by limiting exposure to any one individual borrower and any one asset class.

Additionally, our Manager employs an asset management approach and monitors the portfolio of investments through, at a minimum, quarterly financial review of property performance including net operating income, loan-to-value, debt service coverage ratio and the debt yield. Our Manager also requires certain borrowers to establish a cash reserve, as a form of additional collateral, for the purpose of providing for future interest or property-related operating payments.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

Changes in Internal Control Over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under

Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Additionally, as of September 30, 2022, we owned a multi-tenant office building that is subject to a ground lease. The ground lease provides for a new base rent every 5 years based on the greater of the annual base rent for the prior lease year or 9% of the fair market value of the land. The next rent reset on the ground lease is scheduled for November 1, 2025. We are currently litigating with the landlord with respect to the appropriate method for determining the fair value of the land for purposes of setting the ground rent – Terra Ocean Ave., LLC v. Ocean Avenue Santa Monica Realty LLC, Superior Court of California, Los Angeles County, Case No. 20STCV34217. We believe this determination should be based on comparable sales, while the landlord insists that the rent under the ground lease itself is also relevant. Our position has prevailed in all three of the prior arbitrations to reset the ground rent. We intend vigorously to pursue the litigation. While we believe our arguments will likely prevail, the outcome of the legal proceeding cannot be predicted with certainty. If the landlord prevails, the future rent reset determinations could result in significantly higher ground rent, which would likely result in a significant diminution in the value of our interest in the ground lease and the office building.

Item 1A. Risk Factors.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 other than the one below.

Inflation in the U.S. has accelerated recently and is currently expected to continue at an elevated level in the near-to medium-term. Further, heightened competition for workers, supply chain issues, the relocation of foreign production and manufacturing businesses to the U.S., and rising energy and commodity prices have contributed to increasing wages and other economic inputs. Higher inflation and rising input costs may have adverse effects on our commercial real estate-related loans, commercial real estate-related debt securities and select commercial real estate equity investments, which are subject to the risks typically associated with real estate. Inflation can negatively impact the profitability of real estate assets with long-term leases that do not provide for short-term rent increases or that provide for rent increases with a lower annual percentage increase than inflation. Continued inflation, particularly at higher levels, may have an adverse impact on the valuation of our investments.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed with this report. Documents other than those designated as being filed herewith are incorporated herein by reference.


Exhibit No.						Description and Method of Filing
2.1						Contribution Agreement by and among Terra Secured Income Fund, LLC, Terra Secured Income Fund 2, LLC, Terra Secured Income Fund 3, LLC, Terra Secured Income Fund 4, LLC, the registrant, and Terra Property Trust, Inc., dated January 1, 2016 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 (File No. 000-56117) filed with the SEC on November 6, 2019).
2.2						Amendment No. 1 to the Contribution Agreement by and among Terra Secured Income Fund, LLC, Terra Secured Income Fund 2, LLC, Terra Secured Income Fund 3, LLC, Terra Secured Income Fund 4, LLC, the registrant, and Terra Property Trust, Inc., dated December 31, 2016 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form 10 (File No. 000-56117) filed with the SEC on November 6, 2019).
2.3						Agreement and Plan of Merger, dated February 28, 2020, by and among Terra Property Trust, Inc., Terra Property Trust 2, Inc. and Terra Secured Income Fund 7, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 000-56117) filed with the SEC on March 5, 2020).
2.4						Agreement and Plan of Merger, dated as of May 2, 2022, by and among Terra Property Trust, Inc., Terra Income Fund 6, Inc., Terra Merger Sub, LLC, Terra Income Advisors, LLC and Terra REIT Advisors, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Terra Income Fund 6, Inc. with the SEC on May 5, 2022).
3.1						Amended and Restated Bylaws of Terra Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Amendment No.1 to Form 10 (File No. 000-56117) filed with the SEC on December 16, 2019).
3.2						Articles of Amendment and Restatement of Terra Property Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Amendment No.1 to Form 10 (File No. 000-56117) filed with the SEC on December 16, 2019).
3.3						Articles of Supplementary of Terra Property Trust, Inc. Designating 12.5% Services A Redeemable Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registration Statement on Amendment No.1 to Form 10 (File No. 000-56117) filed with the SEC on December 16, 2019).
3.4						Articles of Amendment and Restatement of Terra Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-40496) filed with the SEC on October 3, 2022).
4.2						Indenture, dated June 10, 2021, by and between Terra Property Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-40496) filed with the SEC on June 14, 2021).
4.3						First Supplemental Indenture, dated June 10, 2021, by and between Terra Property Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 8-A (File No. 001-40496) filed with the SEC on June 14, 2021).
4.4						Form of Global Note representing the notes (included in Exhibit 4.2).


Exhibit No.						Description and Method of Filing
10.1						Voting Support Agreement, dated September 30, 2022, by and among Terra Property Trust, Inc., Terra JV, LLC and Terra Offshore Funds REIT, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-40496) filed with the SEC on October 3, 2022).
10.2						Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-40496) filed with the SEC on October 3, 2022).
10.3 *						Consent and Amendment Letter, dated as of September 27, 2022, by and among Terra Income Fund 6, Inc., Terra Merger Sub, LLC, Eagle Point Credit Management LLC, and certain lenders on the signature pages thereto.
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH**						Inline XBRL Taxonomy Extension Schema Document
101.CAL**						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File Included as Exhibit 101 (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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, thereunto duly authorized.

Date: November 10, 2022


			TERRA PROPERTY TRUST, INC.

			By:			/s/ Vikram S. Uppal
						Vikram S. Uppal
						Chief Executive Officer
						(Principal Executive Officer)

			By:			/s/ Gregory M. Pinkus
						Gregory M. Pinkus
						Chief Financial Officer and Chief Operating Officer,
						(Principal Financial and Accounting Officer)