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 June 30, ~~2021~~2022


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

For the transition period from to

Commission File Number: 000-55780

Terra Secured Income Fund 5, LLC

(Exact name of registrant as specified in its charter)


Delaware						90-0967526
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

~~550 Fifth Avenue, 6~~205 West 28th Street, 12th Floor

New York, New York ~~10036~~10001

(Address of principal executive offices) (Zip Code)

(212) 753-5100

(Registrant’s telephone number, including area code)

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

None

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

Units of Limited Liability Company Interests

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 (§ 232.405 of this chapter) 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 the 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	☑	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 þ

As of August 12, ~~2021,~~2022, the registrant had ~~6,636.6~~6,624.4 units of limited liability company interests 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.	Financial Statements

	Statements of Financial Condition as of June 30 , ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	2

	Statements of Operations for the Three and Six Months Ended June 30 , ~~2021~~2022 and ~~2020~~2021 (unaudited)	3

	Statements of Changes in Members’ Capital for the Three and Six Months Ended June 30 , ~~2021~~2022 and ~~2020~~2021 (unaudited)	4

	Statements of Cash Flows for the Six Months Ended June 30 , ~~2021~~2022 and ~~2020~~2021 (unaudited)	5

	Schedules of Investment as of June 30 , ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	6

	Notes to Financial Statements as of June 30 , ~~2021~~2022 (unaudited)	13

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3736

Item 4.	Controls and Procedures	3837

PART II	OTHER INFORMATION	39

Item 1.	Legal Proceedings	3937

Item 1A.	Risk Factors	3938

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3938

Item 3.	Defaults upon Senior Securities	3938

Item 4.	Mine Safety Disclosures	3938

Item 5.	Other Information	3938

Item 6.	Exhibits	3938

Signatures		4140

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Terra Secured Income Fund 5, LLC

Statements of Financial Condition


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
Assets	Assets					Assets
Equity investment in Terra JV, LLC at fair value (cost of $225,672,723 and $230,915,151, respectively)		$	228,870,200	$	235,357,977
Equity investment in Terra JV, LLC at fair value (cost of $215,364,297 and $219,704,515, respectively)						Equity investment in Terra JV, LLC at fair value (cost of $215,364,297 and $219,704,515, respectively)	$	217,575,511	$	217,324,720
Cash and cash equivalents	Cash and cash equivalents	401,193		225,214		Cash and cash equivalents	294,993		836,052
Other assets	Other assets	18,830		33,830		Other assets	18,830		33,830
Total assets	Total assets	$	229,290,223	$	235,617,021	Total assets	$	217,889,334	$	218,194,602

Liabilities and Members’ Capital	Liabilities and Members’ Capital					Liabilities and Members’ Capital
Liabilities	Liabilities					Liabilities
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	222,008	$	199,602	Accounts payable and accrued expenses	$	162,767	$	118,025
Total liabilities	Total liabilities	222,008		199,602		Total liabilities	162,767		118,025
Commitments and contingencies (Note 5)	Commitments and contingencies (Note 5)	0		0		Commitments and contingencies (Note 5)	0		0
Members’ capital:	Members’ capital:					Members’ capital:
Managing member	Managing member	0		0		Managing member	—		—
Non-managing members	Non-managing members	229,068,215		235,417,419		Non-managing members	217,726,567		218,076,577
Total members’ capital	Total members’ capital	229,068,215		235,417,419		Total members’ capital	217,726,567		218,076,577
Total liabilities and members’ capital	Total liabilities and members’ capital	$	229,290,223	$	235,617,021	Total liabilities and members’ capital	$	217,889,334	$	218,194,602
Net asset value per unit	Net asset value per unit	$	34,516	$	35,467	Net asset value per unit	$	32,867	$	32,860

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Statements of Operations

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Investment income
Dividend income $ 0 $ 681,685 $ 1,126,895 $ 1,946,123
Other operating income 13 34 33 178
Total investment income 13 681,719 1,126,928 1,946,301
Operating expenses
Professional fees 110,845 161,100 230,980 335,199
Other 1,355 1,295 1,740 2,744
Total operating expenses 112,200 162,395 232,720 337,943
Net investment (loss) income (112,187) 519,324 894,208 1,608,358
Net change in unrealized (depreciation) appreciation on
   investment (1,737,815) 2,813,973 (1,245,349) 527,675
Net (decrease) increase in members’ capital resulting
   from operations $ (1,850,002) $ 3,333,297 $ (351,141) $ 2,136,033
Per unit data:
Net investment (loss) income per unit $ (17) $ 78 $ 137 $ 242
Net (decrease) increase in members’ capital resulting from
   operations per unit $ (279) $ 502 $ (49) $ 322
Weighted average units outstanding 6,636 6,638 6,636 6,638


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Investment income
Dividend income	$	756,984	$	—	$	1,515,094	$	1,126,895
Other operating income	15		13		26		33
Total investment income	756,999		13		1,515,120		1,126,928
Operating expenses
Professional fees	133,139		110,845		260,199		230,980
Other	1,527		1,355		2,919		1,740
Total operating expenses	134,666		112,200		263,118		232,720
Net investment income (loss)	622,333		(112,187)		1,252,002		894,208
Net change in unrealized appreciation (depreciation) on investment	3,572,487		(1,737,815)		4,591,009		(1,245,349)
Net increase (decrease) in members’ capital resulting from operations	$	4,194,820	$	(1,850,002)	$	5,843,011	$	(351,141)
Per unit data:
Net investment income (loss) per unit	$	94	$	(17)	$	189	$	137
Net increase (decrease) in members’ capital resulting from operations per unit	$	633	$	(279)	$	881	$	(49)
Weighted average units outstanding	6,626.2		6,636.2		6,630.9		6,636.4

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Statements of Changes in Members’ Capital

(Unaudited)

Managing
Member Non-Managing Members Total
Balance, January 1, 2021 0 $ 235,417,419 $ 235,417,419
Capital distributions 0 (2,979,582) (2,979,582)
Increase in members’ capital resulting from operations:
Net investment income 0 1,006,395 1,006,395
Net change in unrealized appreciation on investment 0 492,466 492,466
Net increase in members’ capital resulting from operations 0 1,498,861 1,498,861
Balance, March 31, 2021 0 233,936,698 233,936,698
Capital distributions 0 (2,979,254) (2,979,254)
Capital redemptions 0 (39,227) (39,227)
Decrease in members’ capital resulting from operations:
Net investment loss 0 (112,187) (112,187)
Net change in unrealized depreciation on investment 0 (1,737,815) (1,737,815)
Net decrease in members’ capital resulting from operations 0 (1,850,002) (1,850,002)
Balance, June 30, 2021 $ 0 $ 229,068,215 $ 229,068,215


	Managing Member		Non-Managing Members		Total
Balance, January 1, 2022	$	—	$	218,076,577	218,076,577
Capital distributions	—		(2,979,044)		(2,979,044)
Increase in members’ capital resulting from operations:
Net investment income	—		629,669		629,669
Net change in unrealized appreciation on investment	—		1,018,522		1,018,522
Net increase in members’ capital resulting from operations	—		1,648,191		1,648,191
Balance at March 31, 2022	—		216,745,724		216,745,724
Capital distributions	—		(2,813,249)		(2,813,249)
Capital redemptions	—		(400,728)		(400,728)
Increase in members’ capital resulting from operations:
Net investment income	—		622,333		622,333
Net change in unrealized appreciation on investment	—		3,572,487		3,572,487
Net increase in members’ capital resulting from operations	—		4,194,820		4,194,820
Balance at June 30, 2022	$	—	$	217,726,567	$	217,726,567

Managing
Member Non-Managing Members Total
Balance, January 1, 2020 $ 0 $ 247,066,913 $ 247,066,913
Capital distributions 0 (7,467,271) (7,467,271)
Decrease in members’ capital resulting from operations:
Net investment income 0 1,089,034 1,089,034
Net change in unrealized depreciation on investment 0 (2,286,298) (2,286,298)
Net decrease in members’ capital resulting from operations 0 (1,197,264) (1,197,264)
Balance, March 31, 2020 0 238,402,378 238,402,378
Capital distributions 0 (3,030,711) (3,030,711)
Increase in members’ capital resulting from operations:
Net investment income 0 519,324 519,324
Net change in unrealized appreciation on investment 0 2,813,973 2,813,973
Net increase in members’ capital resulting from operations 0 3,333,297 3,333,297
Balance, June 30, 2020 $ 0 $ 238,704,964 $ 238,704,964


	Managing Member		Non-Managing Members		Total
Balance, January 1, 2021	$	—	$	235,417,419	$	235,417,419
Capital distributions	—		(2,979,582)		(2,979,582)
Increase in members’ capital resulting from operations:
Net investment income	—		1,006,395		1,006,395
Net change in unrealized appreciation on investment	—		492,466		492,466
Net increase in members’ capital resulting from operations	—		1,498,861		1,498,861
Balance at March 31, 2021	—		233,936,698		233,936,698
Capital distributions	—		(2,979,254)		(2,979,254)
Capital redemptions	—		(39,227)		(39,227)
Decrease in members’ capital resulting from operations:
Net investment loss	—		(112,187)		(112,187)
Net change in unrealized depreciation on investment	—		(1,737,815)		(1,737,815)
Net decrease in members’ capital resulting from operations	—		(1,850,002)		(1,850,002)
Balance at June 30, 2021	$	—	$	229,068,215	$	229,068,215

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Statements of Cash Flows

(Unaudited)


		Six Months Ended June 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net (decrease) increase in members’ capital resulting from operations		$	(351,141)	$	2,136,033
Adjustments to reconcile net (decrease) increase in members’ capital resulting from operations to net cash provided by operating activities:
Net increase (decrease) in members’ capital resulting from operations						Net increase (decrease) in members’ capital resulting from operations	$	5,843,011	$	(351,141)
Adjustments to reconcile net increase in members’ capital resulting from operations to net cash provided by operating activities:						Adjustments to reconcile net increase in members’ capital resulting from operations to net cash provided by operating activities:
Return of capital on investment	Return of capital on investment	5,242,428		9,281,051		Return of capital on investment	4,340,218		5,242,428
Net change in unrealized decrease (appreciation) on investment		1,245,349		(527,675)
Net change in unrealized (appreciation) depreciation on investment						Net change in unrealized (appreciation) depreciation on investment	(4,591,009)		1,245,349

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Decrease in other assets	Decrease in other assets	15,000		3,491		Decrease in other assets	15,000		15,000
Increase (decrease) in accounts payable and accrued expenses		22,406		(54,642)
Decrease in due to related party		0		(38,000)
Increase in accounts payable and accrued expenses						Increase in accounts payable and accrued expenses	44,742		22,406
Net cash provided by operating activities	Net cash provided by operating activities	6,174,042		10,800,258		Net cash provided by operating activities	5,651,962		6,174,042

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Distributions paid	Distributions paid	(5,958,836)		(10,497,982)		Distributions paid	(5,792,293)		(5,958,836)
Payment for capital redemptions	Payment for capital redemptions	(39,227)		0		Payment for capital redemptions	(400,728)		(39,227)
Net cash used in financing activities	Net cash used in financing activities	(5,998,063)		(10,497,982)		Net cash used in financing activities	(6,193,021)		(5,998,063)

Net increase in cash and cash equivalents		175,979		302,276
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(541,059)		175,979
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	225,214		97,937		Cash and cash equivalents at beginning of period	836,052		225,214
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	401,193	$	400,213	Cash and cash equivalents at end of period	$	294,993	$	401,193

Supplemental Non-Cash Disclosure:
Transfer of ownership interest in Terra Property Trust, Inc. to Terra JV, LLC (Note 3)		$	0	$	244,006,890

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Schedule of Investment

June 30, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021

On January 1, 2016, the Company, the then parent of Terra Property Trust, Inc. (“Terra Property Trust”), contributed its consolidated portfolio of net assets to Terra Property Trust pursuant to a contribution agreement in exchange for shares of Terra Property Trust’s common stock, par value $0.01 per share. Upon receipt of the contribution of the consolidated portfolio of net assets from the Company, Terra Property Trust commenced its operations on January 1, 2016. As discussed in Note 4, on March 2, 2020, Terra Property Trust engaged in a series of transactions pursuant to which Terra Property Trust 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 that Terra Property Trust owned, cash of $25.5 million and other working capital. As of both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Terra JV, LLC (“Terra JV”) held 87.4% of the issued and outstanding shares of Terra Property Trust’s common stock with the remainder held by Terra Offshore Funds REIT, LLC (“Terra Offshore REIT”), and the Company and Terra Secured Income Fund 7, LLC (“Terra Fund 7”) owned an 87.6% and 12.4% percentage interest, respectively, in Terra JV. Accordingly, as of both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company indirectly beneficially owned 76.5% of the outstanding shares of common stock of Terra Property Trust through Terra JV.

The following table presents a summary of the Company’s investment as of June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


			Percentage Interest			June 30, 2021							December 31, 2020										Percentage Interest			June 30, 2022							December 31, 2021
Investment	Investment	Date Acquired		Cost			Fair Value		% of Members’ Capital		Cost			Fair Value		% of Members’ Capital		Investment		Date Acquired				Cost			Fair Value		% of Members’ Capital		Cost			Fair Value		% of Members’ Capital
Terra JV, LLC	Terra JV, LLC	3/2/2020		87.6	%		$	225,672,723	$	228,870,200	99.9	%		$	230,915,151	$	235,357,977		100.0	%	Terra JV, LLC	3/2/2020		87.6	%		$	215,364,297	$	217,575,511	99.9	%		$	219,704,515	$	217,324,720	99.7	%

As of both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company indirectly beneficially owned 76.5% of the outstanding shares of common stock of Terra Property Trust. Additionally, as of both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Terra JV was jointly-controlled by the Company and Terra Fund 7.

The following table presents a schedule of loans held for investment by Terra Property Trust at 100% and the Company’s pro-rata share of the fair value at June 30, ~~2021:~~2022:

Portfolio Company Collateral Location Property
Type Coupon
Rate Current Interest Rate Exit Fee Acquisition Date Maturity
Date Principal Amount Amortized
Cost
Fair
Value (1)
Pro Rata
Fair Value (2)
% (3)
Loans held for investment:
Mezzanine loans:
150 Blackstone River Road, LLC US - MA Industrial 8.5 % 8.5 % 0 % 9/21/2017 9/6/2027 $ 7,000,000 $ 7,000,000 $ 6,973,264 $ 5,334,547 2.3 %
Austin H. I. Owner LLC (4)
US - TX Hotel - full/
select service 12.5 % 12.5 % 1.0 % 9/30/2015 10/6/2020 3,890,140 3,926,665 2,738,195 2,094,719 0.9 %
High Pointe Mezzanine Investments, LLC US - SC Student housing 13.0 % 13.0 % 1.0 % 12/27/2013 1/6/2024 3,000,000 3,174,860 3,048,269 2,331,926 1.0 %
Stonewall Station Mezz LLC (5)(6)(7)(8)
US - NC Infill land 12.0% current
2.0% PIK 14.0 % 1.0 % 5/31/2018 5/20/2021 10,901,205 11,001,782 11,001,782 8,416,363 3.7 %
24,791,345 25,103,307 23,761,510 18,177,555 7.9 %


Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount		Amortized Cost		Fair Value (1)		Pro Rata Fair Value (2)		% (3)
Loans held for investment:
Mezzanine loans:
150 Blackstone River Road, LLC	US - MA	Industrial	8.5	%	8.5	%	—	%	9/21/2017	9/6/2027	$	7,000,000	$	7,000,000	$	6,604,384	$	5,052,354	2.3	%
UNJ Sole Member, LLC (4)	US - CA	Mixed-use	15.0	%	15.0	%	1.0	%	11/24/2021	6/1/2027	7,444,357		7,479,324		7,479,324		5,721,683		2.6	%
											14,444,357		14,479,324		14,083,708		10,774,037		4.9	%
Preferred equity investments:
370 Lex Part Deux, LLC (5)(6)	US - NY	Office	LIBOR + 8.25% (2.44% Floor)		10.7	%	—	%	12/17/2018	1/9/2023	60,911,857		60,911,857		59,181,007		45,273,470		20.7	%
REEC Harlem Holdings Company, LLC (7)	US - NY	Mixed-use	LIBOR + 12.5% (no Floor)		14.3	%	—	%	3/9/2018	3/9/2023	15,945,733		15,945,733		3,028,853		2,317,073		1.1	%
RS JZ Driggs, LLC (5)(6)(8)	US - NY	Multifamily	12.3	%	12.3	%	1.0	%	5/1/2018	1/1/2021	18,021,901		18,196,638		18,101,939		13,847,983		6.4	%
											94,879,491		95,054,228		80,311,799		61,438,526		28.2	%

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Schedule of Investment (Continued)

June 30, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021

Terra Property Trust’s Schedule of Loans Held for Investment as of June 30, ~~2021~~2022 (Continued):

Portfolio Company Collateral Location Property
Type Coupon
Rate Current Interest Rate Exit Fee Acquisition Date Maturity
Date Principal Amount Amortized
Cost
Fair
Value (1)
Pro Rata
Fair Value (2)
% (3)
Loans held for investment:
Preferred equity investments:
370 Lex Part Deux, LLC (6)(7)
US - NY Office LIBOR + 8.25% (2.44% Floor) 10.7 % 0 % 12/17/2018 1/9/2022 $ 56,852,434 $ 56,871,362 $ 55,494,478 $ 42,453,276 18.6 %
REEC Harlem Holdings Company, LLC (9)
US - NY Mixed use LIBOR + 12.5% (no Floor) 12.6 % 0 % 3/9/2018 3/9/2023 16,567,853 16,567,853 13,817,239 10,570,188 4.6 %
RS JZ Driggs, LLC (6)(7)(10)
US - NY Multifamily 12.3 % 12.3 % 1.0 % 5/1/2018 1/1/2021 11,328,068 11,440,188 11,443,038 8,753,924 3.8 %
The Bristol at Southport, LLC (6)(11)
US - WA Multifamily 12.0 % 12.0 % 1.0 % 9/22/2017 9/22/2022 23,500,000 23,693,404 23,760,607 18,176,864 7.9 %
108,248,355 108,572,807 104,515,362 79,954,252 34.9 %
First mortgages:
14th & Alice Street Owner, LLC (6)(11)
US - CA Multifamily LIBOR + 5.75% (3.25% Floor) 9.0 % 0.5 % 3/5/2019 3/5/2022 37,955,691 38,215,959 39,399,474 30,140,598 13.2 %
1389 Peachtree St, LP; 1401 Peachtree St, LP;
   1409 Peachtree St, LP (12)
US - GA Office LIBOR + 4.5% (no Floor) 4.6 % 0.5 % 2/22/2019 2/10/2022 51,858,696 52,124,599 51,381,532 39,306,872 17.2 %
330 Tryon DE LLC (12)
US - NC Office LIBOR + 3.85% (2.51% Floor) 6.4 % 0.5 % 2/7/2019 3/1/2022 22,800,000 22,905,952 22,932,214 17,543,144 7.7 %
870 Santa Cruz, LLC US - CA Office LIBOR + 6.75% (0.5% Floor) 7.3 % 1.0 % 12/15/2020 12/15/2023 13,152,513 13,182,479 13,262,020 10,145,445 4.4 %
AGRE DCP Palm Springs, LLC (12)(13)
US - CA Hotel - full/
   select service LIBOR +5.0% (1.80% Floor) 6.8 % 1.5 % 12/12/2019 1/1/2024 43,222,381 43,618,206 43,547,093 33,313,526 14.5 %
BW Property Owner LLC and BW 2 Property
   Owner LLC (6)(7)(11)
US - PA Land 15.0 % 15.0 % 1.0 % 5/14/2021 6/1/2022 52,000,000 52,447,064 52,447,064 40,122,004 17.5 %
MSC Fields Peachtree Retreat, LLC (12)
US - GA Multifamily LIBOR + 3.85% (2.0% Floor) 5.9 % 0.5 % 3/15/2019 4/1/2022 23,308,334 23,432,147 23,448,095 17,937,793 7.8 %
Patrick Henry Recovery Acquisition, LLC (12)
US - CA Office LIBOR + 2.95% (1.5% Floor) 4.5 % 0.3 % 11/25/2019 12/1/2023 18,000,000 18,040,209 18,051,236 13,809,196 6.0 %
Stonewall Station Investments LLC (5)(6)(7)(8)
US - NC Land Prime + 1.25% (combined floor of 6.0%) 6.0 % 1.0 % 5/20/2021 5/20/2021 3,453,887 3,487,906 3,487,906 2,668,248 1.2 %
University Park Berkeley, LLC (12)(14)
US - CA Multifamily LIBOR + 4.2% (1.50% Floor) 5.7 % 0.8 % 2/27/2020 3/1/2023 25,068,794 25,228,371 25,299,652 19,354,234 8.4 %
Windy Hill PV Five CM, LLC (15)
US - CA Office LIBOR + 6.0% (2.05% Floor) 8.1 % 0.5 % 9/20/2019 9/20/2022 37,407,893 37,553,206 37,305,512 28,538,717 12.5 %
328,228,189 330,236,098 330,561,798 252,879,777 110.4 %
Total gross loans held for investment 461,267,889 463,912,212 458,838,670 351,011,584 153.2 %
Obligations under participation agreements and secured borrowing (6)(7)(11)(15)
(140,180,715) (140,866,170) (141,098,331) (107,940,223) (47.1) %
Allowance for loan losses — (4,587,839) — — — %
Net loans held for investment $ 321,087,174 $ 318,458,203 $ 317,740,339 $ 243,071,361 106.1 %


Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount		Amortized Cost		Fair Value (1)		Pro Rata Fair Value (2)		% (3)
Loans held for investment:
First mortgages:
14th & Alice Street Owner, LLC (9)	US - CA	Multifamily	LIBOR + 4.0% (0.25% Floor)		5.8	%	2.0	%	10/15/2021	4/15/2023	$	39,633,577	$	40,365,058	$	40,388,515	$	30,897,214	14.2	%
1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP (10)	US - GA	Office	LIBOR + 4.5% (no Floor)		6.3	%	0.5	%	2/22/2019	8/10/2023	55,449,700		55,707,130		54,297,060		41,537,251		19.1	%
330 Tryon DE LLC (10)	US - NC	Office	LIBOR + 4.25% (0.10% Floor)		6.0	%	0.5	%	2/7/2019	3/1/2024	22,800,000		22,902,449		22,397,552		17,134,127		7.9	%
870 Santa Cruz, LLC (11)	US - CA	Office	LIBOR + 6.75% (0.5% Floor)		8.5	%	1.0	%	12/15/2020	12/15/2023	21,373,119		21,576,127		21,616,421		16,536,562		7.6	%
AARSHW Property LLC (11)	US - NJ	Industrial	SOFR +7.5% (0.15% Floor)		8.6	%	0.9	%	3/7/2022	3/7/2024	21,750,554		21,617,158		21,912,880		16,763,353		7.7	%
AAESUF Property LLC (11)	US - NJ	Land	SOFR +11.95% (0.05% Floor)		13.0	%	5%-10%		3/15/2022	3/1/2024	16,995,416		17,160,703		17,665,678		13,514,244		6.2	%
AGRE DCP Palm Springs, LLC (10)	US - CA	Hotel - full/ select service	LIBOR + 5.0% (1.80% Floor)		6.8	%	1.5	%	12/12/2019	1/1/2024	43,222,382		43,722,443		42,411,267		32,444,619		14.9	%
D-G Acquisition #6, LLC and D-G Quimisa, LLC (11)	US - CA	Industrial	LIBOR + 7.0% (0.25% Floor)		8.8	%	0.5	%	7/21/2021	7/21/2023	8,902,444		8,917,380		8,942,875		6,841,299		3.1	%
Grandview’s Madison Place, LLC (9)	US - WA	Multifamily	SOFR + 4.45% (0.05% Floor)		5.5	%	0.8	%	2/10/2022	2/10/2025	17,000,000		17,109,144		17,109,144		13,088,495		6.0	%
Grandview’s Remington Place, LLC (9)	US - WA	Multifamily	Term SOFR + 4.45% (0.05% Floor)		6.1	%	0.5	%	4/22/2022	4/22/2024	20,175,000		20,225,692		20,265,338		15,502,984		7.1	%
Hillsborough Owners LLC (12)	US - NC	Mixed-use	LIBOR + 8.0% (0.25% Floor)		9.8	%	1.0	%	10/27/2021	11/1/2023	5,822,301		5,843,056		5,847,610		4,473,422		2.1	%
NB Factory TIC 1, LLC (9)	US - UT	Student housing	LIBOR + 5.0% (0.25% Floor)		6.8	%	3.3	%	8/16/2021	3/5/2023	28,000,000		28,633,217		28,864,356		22,081,232		10.1	%
Patrick Henry Recovery Acquisition, LLC (10)	US - CA	Office	LIBOR + 2.95% (1.5% Floor)		4.7	%	0.3	%	11/25/2019	12/1/2023	18,000,000		18,041,878		17,677,232		13,523,082		6.2	%
The Lux Washington, LLC (11)	US - WA	Multifamily	LIBOR + 7.0% (0.75% floor)		8.8	%	1.0	%	7/22/2021	1/22/2024	9,492,704		9,497,010		9,575,185		7,325,017		3.4	%
University Park Berkeley, LLC (10)	US - CA	Multifamily	LIBOR + 4.2% (1.50% Floor)		6.0	%	0.8	%	2/27/2020	3/1/2023	25,815,378		25,998,358		25,725,509		19,680,014		9.0	%
Windy Hill PV Five CM, LLC (13)	US - CA	Office	LIBOR + 6.0% (2.05% Floor)		8.1	%	0.5	%	9/20/2019	9/20/2022	55,205,494		55,506,041		55,273,327		42,284,095		19.4	%
											409,638,069		412,822,844		409,969,949		313,627,010		144.0	%
Credit facility:
William A. Shopoff & Cindy L. Shopoff (5)(6)	US - CA	Industrial	15.0	%	15.0	%	1.0	%	10/4/2021	4/4/2023	25,000,000		25,220,416		25,220,417		19,293,619		8.9	%
											25,000,000		25,220,416		25,220,417		19,293,619		8.9	%
Total gross loans held for investment											543,961,917		547,576,812		529,585,873		405,133,192		186.0	%
Obligations under participation agreements and secured borrowing (5)(6)(13)											(81,720,904)		(82,087,795)		(81,241,742)		(62,149,933)		(28.5)	%
Allowance for loan losses											—		(13,734,410)		—		—		—	%
Net loans held for investment											$	462,241,013	$	451,754,607	$	448,344,131	$	342,983,259	157.5	%

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Schedule of Investment (Continued)

June 30, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021

Terra Property Trust’s Schedule of Loans Held for Investment as of June 30, ~~2021~~2022 (Continued):

Operating real estate:
Description Acquisition Date
Fair Value of Real Estate (1)
Encumbrance Net Investment
Pro Rata Net Investment (2)
% (3)(18)

Multi-tenant office building in Santa Monica, CA (16)
7/30/2018 $ 57,321,799 $ 40,401,127 $ 16,920,672 $ 12,944,314 5.7 %
Land in Conshohocken, PA (17)
1/9/2019 13,395,430 0 13,395,430 10,247,504 4.5 %
$ 70,717,229 $ 40,401,127 $ 30,316,102 $ 23,191,818 10.2 %
Portfolio Company Dividend Yield Acquisition Date Maturity Date Shares Cost Fair Value
Pro Rata
Fair Value (2)
% (3)
Marketable securities (19):
Common and preferred shares:
Nexpoint Real Estate Finance, Inc. - Cumulative
Series A Preferred Shares 8.5 % 7/30/2020 7/24/2025 50,000 $ 1,176,006 $ 1,317,500 $ 1,007,888 0.4 %
Blackstone Mortgage Trust, Inc. - Class A
common shares 7.6 % 3/11/2021 N/A 142,080 4,489,411 4,530,931 3,466,162 1.5 %
Starwood Property Trust, Inc. - Common Shares 7.6 % 3/11/2021 N/A 82,250 1,989,737 2,152,483 1,646,649 0.7 %
Total marketable securities $ 7,655,154 $ 8,000,914 $ 6,120,699 2.6 %


Operating real estate:
Description	Acquisition Date	Fair Value of Real Estate (1)		Encumbrance		Net Investment		Pro Rata Net Investment (2)		% (3)(15)
Multi-tenant office building in Santa Monica, CA (14)	7/30/2018	$	65,043,111	$	31,549,627	$	33,493,484	$	25,622,515	11.8		%

Equity investments:
Portfolio Company						Ownership Interest		Cost		Fair Value			Pro Rata Fair Value (2)		% (3)
Mavik Real Estate Special Opportunities Fund, LP - limited partnership interest (16)						37%		$	41,078,005	$	40,365,886		$	30,879,903	14.2	%
LEL Arlington JV LLC - limited liability member units (17)						80%		23,457,972		23,457,972			17,945,349		8.2	%
LEL NW 49th LV LLC - limited liability member units (17)						80%		5,204,008		5,204,008			3,981,066		1.8	%
TCG Corinthian FL Portfolio JV LLC (17)						90%		22,156,688		22,156,688			16,949,866		7.8	%
								$	91,896,673	$	91,184,554		$	69,756,184	32.0	%

__________________________

(1)Because there is no readily available market for these ~~loans,~~investments, these loans were valued using significant unobservable inputs under Level 3 of the fair value hierarchy and were approved in good faith by Terra REIT Advisors, LLC (“Terra REIT Advisors”), Terra Property Trust’s manager, pursuant to Terra Property Trust’s valuation policy.

(2)Amount represents the Company’s portion, or 76.5%, of the fair value or net investment value.

(3)Percentage is based on the Company’s pro rata share of the fair value or net investment value over the Company’s total members’ capital of ~~$229.1~~$217.7 million at June 30, ~~2021.~~2022.

(4)This loan is currently in maturity default. Terra Property Trust is currently evaluating the options of recovering the principal amount, including foreclosing on the collateral. For the three and six months ended June 30, 2021, Terra Property Trust suspended interest income accrual of $0.1 million and $0.2 million on this loan, respectively, because recovery of such income was doubtful.

~~(5)~~Terra Property Trust ~~entered into~~purchased a ~~forbearance agreement with the borrower to allow for more time to make~~portion of the interest ~~payment.~~in this loan from Mavik Real Estate Special Opportunities Fund REIT, LLC, a related-party real estate investment trust managed by Terra REIT Advisors, via a participation agreement.

~~(6)~~(5)The loan participations from Terra Property Trust do not qualify for sale accounting and therefore, the gross amount of these loans remain in Terra Property Trust’s consolidated balance sheets.

~~(7)~~(6)Terra Property Trust sold a portion of its interest in this loan through a participation agreement to Terra Income Fund 6, Inc. (“Terra Fund 6”), an affiliated fund advised by Terra Income Advisors, LLC, an affiliate of our sponsor and Terra ~~Property Trust’s manager.~~REIT Advisors.

~~(8)This investment is currently in maturity default. The borrower has entered into a purchase and sale agreement to sell the collateral. The proceeds from the sale will repay the investment in full.~~

~~(9)~~(7)For the three and six months ended June 30, ~~2021,~~2022, Terra Property Trust suspended interest income accrual of $0.6 million and ~~$1.1~~$1.2 million on this loan, respectively, because recovery of such income was doubtful. Additionally, the fair value of the loan declined as a result of a decline in the fair value of the collateral.

~~(10)~~(8)This loan is ~~currently~~ in maturity default. Terra Property Trust has exercised its rights and is facilitating the completion of construction of the asset in anticipation of lease up and disposition of the asset.

~~(11)~~ For the three and six months ended June 30, 2022, Terra Property Trust ~~sold a portion~~suspended interest income accrual of ~~its interest in~~$0.6 million and $1.2 million on this loan, ~~pursuant to a participation agreement to a third-party.~~respectively, because recovery of such income was doubtful.

~~(12)~~(9)These loans were used as collateral for ~~$107.0~~$74.3 million of borrowings under a ~~term loan payable.~~repurchase agreement.

~~(13)~~(10)~~In March 2021,~~ These loans were used as collateral for $118.3 million of borrowings under a repurchase agreement.

(11)These loans were used as collateral for $48.8 million of borrowings under a revolving line of credit.

(12)Terra Property Trust ~~amended the loan agreement to change the spread on~~purchased a portion of the interest ~~rate to 5.0%, increased the exit fee to 1.5% and extended the maturity to January 1, 2024. Additionally, under the~~in this loan ~~amendment, the borrower made~~from Terra Fund 6 via a ~~partial repayment of $2.6 million.~~participation agreement.

~~(14)~~In December 2020, Terra Property Trust entered into a forbearance agreement with the borrower pursuant to which interest accrues on the loan during the 90-day forbearance period from November 2020 to January 2021. In March 2021, the forbearance period was extended through August 2021.

~~(15)~~(13)In March 2020, Terra Property Trust entered into a financing transaction where a third-party purchased an A-note position. Because the transaction does not qualify for sale accounting, the gross amount of the loan remains in the consolidated balance sheets. The liability is reflected as secured borrowing in Terra Property Trust’s consolidated balance sheets.

~~(16)~~(14)Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.

~~(17)Terra Property Trust acquired the collateral for this loan pursuant to a deed in lieu of foreclosure. The land is currently vacant.~~

~~(18)~~(15)Percentage is based on Terra Property Trust’s net exposure on the property (real estate owned less encumbrance).

~~(19)~~(16)~~From time to time,~~On August 3, 2020, Terra Property Trust ~~may~~entered into a subscription agreement with Mavik Real Estate Special Opportunities Fund, LP (“RESOF”) whereby Terra Property Trust 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. As of June 30, 2022, the unfunded commitment was $16.6 million.

(17)In the fourth quarter of 2021 and the first quarter of 2022, Terra Property Trust purchased equity interests in three joint ventures that invest in ~~short-term debt and equity securities. These securities are comprised of shares of common and preferred stock and bonds.~~real estate properties.

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Schedule of Investment (Continued)

June 30, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021

The following table presents a schedule of loans held for investment held by Terra Property Trust as of December 31, ~~2020:~~2021:

Portfolio Company Collateral Location Property
Type Coupon
Rate Current Interest Rate Exit Fee Acquisition Date Maturity
Date Principal Amount Amortized
Cost
Fair
Value (1)
Pro Rata
Fair Value (2)
% (3)
Loans held for investment:
Mezzanine loans:
150 Blackstone River Road, LLC US - MA Industrial 8.5 % 8.5 % 0 % 9/21/2017 9/6/2027 $ 7,000,000 $ 7,000,000 $ 7,007,397 $ 5,360,659 2.3 %
Austin H. I. Owner LLC (4)
US - TX Hotel 12.5 % 12.5 % 1.0 % 9/30/2015 10/6/2020 3,848,712 3,887,200 3,533,118 2,702,835 1.1 %
High Pointe Mezzanine Investments, LLC (5)
US - SC Student housing 15.0 % 15.0 % 1.0 % 12/27/2013 1/6/2024 3,000,000 3,204,375 2,988,110 2,285,904 1.0 %
LD Milipitas Mezz, LLC (6)
US - CA Hotel LIBOR +10.25% (2.75% Floor) 13.0 % 1.0 % 6/27/2018 6/27/2021 4,250,000 4,294,053 4,293,969 3,284,886 1.4 %
Stonewall Station Mezz LLC (5)(7)(8)
US - NC Infill land 12.0% current
2.0% PIK 14.0 % 1.0 % 5/31/2018 5/20/2021 10,442,567 10,537,512 10,472,034 8,011,106 3.4 %
28,541,279 28,923,140 28,294,628 21,645,390 9.2 %
Preferred equity investments:
370 Lex Part Deux, LLC (7)(8)
US - NY Office LIBOR + 8.25% (2.44% Floor) 10.7 % 0 % 12/17/2018 1/9/2022 53,874,507 53,912,363 51,935,025 39,730,294 16.9 %
City Gardens 333 LLC (7)(8)
US - CA Student housing LIBOR + 9.95% (2.0% Floor) 12.0 % 0 % 4/11/2018 4/1/2021 28,303,628 28,307,408 28,276,767 21,631,727 9.2 %
Orange Grove Property Investors, LLC (7)(8)
US - CA Condominium LIBOR + 8.0% (4.0% Floor) 12.0 % 1.0 % 5/24/2018 6/1/2021 10,600,000 10,701,924 10,707,274 8,191,065 3.5 %
REEC Harlem Holdings Company, LLC US - NY land LIBOR + 12.5% (no Floor) 12.6 % 0 % 3/9/2018 3/9/2023 16,767,984 16,767,984 14,314,585 10,950,658 4.7 %
RS JZ Driggs, LLC (7)(8)(9)
US - NY Multifamily 12.3 % 12.3 % 1.0 % 5/1/2018 1/1/2021 8,544,513 8,629,929 8,612,869 6,588,845 2.8 %
The Bristol at Southport, LLC (7)(10)
US - WA Multifamily 12.0 % 12.0 % 1.0 % 9/22/2017 9/22/2022 23,500,000 23,682,536 23,670,806 18,108,167 7.6 %
141,590,632 142,002,144 137,517,326 105,200,756 44.7 %


Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount		Amortized Cost		Fair Value (1)		Pro Rata Fair Value (2)		% (3)
Loans held for investment:
Mezzanine loans:
150 Blackstone River Road, LLC	US - MA	Industrial	8.5	%	8.5	%	—	%	9/21/2017	9/6/2027	$	7,000,000	$	7,000,000	$	6,982,101	$	5,341,307	2.4	%
High Pointe Mezzanine Investments, LLC	US - SC	Student housing	13.0	%	13.0	%	1.0	%	12/27/2013	1/6/2024	3,000,000		3,145,614		3,059,611		2,340,602		1.1	%
UNJ Sole Member, LLC (4)	US - CA	Mixed-use	15.0	%	15.0	%	1.0	%	11/24/2021	6/1/2017	7,444,357		7,477,190		7,477,190		5,720,050		2.6	%
											17,444,357		17,622,804		17,518,902		13,401,959		6.1	%
Preferred equity investments:
370 Lex Part Deux, LLC (5)(6)	US - NY	Office	LIBOR + 8.25% (2.44% Floor)		10.7	%	—	%	12/17/2018	1/9/2023	60,012,639		60,012,639		57,858,019		44,261,385		20.3	%
REEC Harlem Holdings Company, LLC (7)	US - NY	Mixed-use	LIBOR + 12.5% (no Floor)		12.6	%	—	%	3/9/2018	3/9/2023	16,633,292		16,633,292		3,708,310		2,836,857		1.3	%
RS JZ Driggs, LLC (5)(6)(8)	US - NY	Multifamily	12.3	%	12.3	%	1.0	%	5/1/2018	1/1/2021	15,606,409		15,754,641		15,748,942		12,047,941		5.5	%
											92,252,340		92,400,572		77,315,271		59,146,183		27.1	%
First mortgages:
14th & Alice Street Owner, LLC (9)	US - CA	Multifamily	LIBOR + 4.0% (0.25% Floor)		4.3	%	2.0	%	10/15/2021	4/15/2023	39,384,000		40,089,153		40,130,448		30,699,793		14.1	%
1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP (10)	US - GA	Office	LIBOR + 4.5% (no Floor)		4.6	%	0.5	%	2/22/2019	8/10/2023	53,289,288		53,536,884		52,031,363		39,803,993		18.3	%
330 Tryon DE LLC (10)	US - NC	Office	LIBOR + 4.25% (0.10% Floor)		4.4	%	0.5	%	2/7/2019	3/1/2024	22,800,000		22,902,354		22,594,654		17,284,910		7.9	%
606 Fayetteville LLC and 401 E. Lakewood LLC (11)	US - NC	Land	9.0	%	9.0	%	1.0	%	8/16/2021	8/1/2023	16,829,962		16,935,803		16,974,601		12,985,570		6.0	%
870 Santa Cruz, LLC (11)	US - CA	Office	LIBOR + 6.75% (0.5% Floor)		7.3	%	1.0	%	12/15/2020	12/15/2023	17,540,875		17,669,303		17,781,285		13,602,683		6.2	%
AGRE DCP Palm Springs, LLC (10)(12)	US - CA	Hotel - full/ select service	LIBOR + 5.0% (1.80% Floor)		6.8	%	1.5	%	12/12/2019	1/1/2024	43,222,381		43,669,992		43,829,842		33,529,829		15.5	%
Austin H. I. Borrower LLC (11)(13)	US- TX	Hotel - full/ select service	LIBOR + 7.5% (0.25% Floor)		7.8	%	1.0	%	9/21/2021	10/1/2024	13,625,000		13,725,690		13,735,569		10,507,710		4.8	%
D-G Acquisition #6, LLC and D-G Quimisa, LLC (11)	US - CA	Land	LIBOR + 7.0% (0.25% Floor)		7.3	%	0.5	%	7/21/2021	7/21/2023	8,607,092		8,605,341		8,645,413		6,613,741		3.0	%
Hillsborough Owners LLC (14)	US - NC	Mixed-use	LIBOR + 8.0% (0.25% Floor)		8.3	%	1.0	%	10/27/2021	11/1/2023	4,863,009		4,866,542		4,883,878		3,736,167		1.7	%
NB Factory TIC 1, LLC (9)	US - UT	Student housing	LIBOR + 5.0% (0.25% Floor)		5.3	%	3.3	%	8/16/2021	3/5/2023	28,000,000		28,420,056		28,851,547		22,071,433		10.1	%
Patrick Henry Recovery Acquisition, LLC (10)	US - CA	Office	LIBOR + 2.95% (1.5% Floor)		4.5	%	0.3	%	11/25/2019	12/1/2023	18,000,000		18,041,124		18,055,377		13,812,363		6.3	%
The Lux Washington, LLC (11)	US - WA	Land	LIBOR + 7.0% (0.75% floor)		7.8	%	1.0	%	7/22/2021	1/22/2024	3,523,401		3,382,683		3,553,330		2,718,297		1.2	%
University Park Berkeley, LLC (10)(15)	US - CA	Multifamily	LIBOR + 4.2% (1.50% Floor)		5.7	%	0.8	%	2/27/2020	3/1/2023	25,815,378		25,991,962		26,015,500		19,901,858		9.1	%
Windy Hill PV Five CM, LLC (16)	US - CA	Office	LIBOR + 6.0% (2.05% Floor)		8.1	%	0.5	%	9/20/2019	9/20/2022	49,954,068		50,264,568		50,077,674		38,309,421		17.6	%
											345,454,454		348,101,455		347,160,481		265,577,768		121.8	%

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Schedule of Investment (Continued)

June 30, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021

Terra Property Trust’s Schedule of Loans Held for Investment as of December 31, ~~2020~~2021 (Continued):


Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount		Amortized Cost		Fair Value (1)		Pro Rata Fair Value (2)		% (3)
Loans held for investment:
Credit facility:
William A. Shopoff & Cindy L. Shopoff (5)(6)	US - CA	Industrial	15.0	%	15.0	%	1.0	%	10/4/2021	4/4/2023	$	25,000,000	$	25,206,964	$	25,206,965	$	19,283,328	8.8	%
											25,000,000		25,206,964		25,206,965		19,283,328		8.8	%
Total gross loans held for investment											480,151,151		483,331,795		467,201,619		357,409,238		163.8	%
Obligations under participation agreements and secured borrowing (5)(6)(16)											(76,569,398)		(76,818,156)		(75,900,089)		(58,063,568)		(26.6)	%
Allowance for loan losses											—		(13,658,481)		—		—		—	%
Net loans held for investment											$	403,581,753	$	392,855,158	$	391,301,530	$	299,345,670	137.2	%


Operating real estate:	Operating real estate:																		Operating real estate:
Description	Description	Acquisition Date		Fair Value of Real Estate		Encumbrance		Net Investment		Pro Rata Net Investment (2)		% (3)(17)							Description	Acquisition Date		Fair Value of Real Estate (1)		Encumbrance		Net Investment		Pro Rata Net Investment (2)		% (3)(19)
Multi-tenant office building in Santa Monica, CA (15)		7/30/2018		$	57,321,799	$	44,020,225	$	13,301,574	$	10,175,704	4.3		%
Land in Conshohocken, PA (16)		1/9/2019		13,395,430		0		13,395,430		10,247,504		4.4		%
Multi-tenant office building in Santa Monica, CA (17)																			Multi-tenant office building in Santa Monica, CA (17)	7/30/2018		$	65,043,111	$	31,962,692	$	33,080,419	$	25,306,521	11.6		%
Land in Conshohocken, PA (18)																			Land in Conshohocken, PA (18)	1/9/2019		10,000,000		—		10,000,000		7,650,000		3.5		%
				$	70,717,229	$	44,020,225	$	26,697,004	$	20,423,208	8.7		%								$	75,043,111	$	31,962,692	$	43,080,419	$	32,956,521	15.1		%

Portfolio Company	Portfolio Company	Interest/Dividend Rate		Acquisition Date		Maturity Date		Shares		Cost		Fair Value			Pro Rata Fair Value (2)		% (3)		Portfolio Company	Dividend Yield		Acquisition Date		Maturity Date		Shares		Cost		Fair Value			Pro Rata Fair Value (2)		% (3)
Marketable securities (18):
Preferred shares:
Marketable securities (20):																			Marketable securities (20):
Common and preferred shares:																			Common and preferred shares:
Nexpoint Real Estate Finance, Inc. - Cumulative Series A Preferred Shares	Nexpoint Real Estate Finance, Inc. - Cumulative Series A Preferred Shares	8.50	%	7/30/2020		7/24/2025		50,000		$	1,176,006	$	1,287,500		$	984,938	0.42	%	Nexpoint Real Estate Finance, Inc. - Cumulative Series A Preferred Shares	8.5	%	7/30/2020		7/24/2025		50,000		$	1,176,006	$	1,310,000		$	1,002,150	0.5	%
Total marketable securities	Total marketable securities									$	1,176,006	$	1,287,500		$	984,938	0.42	%	Total marketable securities									$	1,176,006	$	1,310,000		$	1,002,150	0.5	%

Equity investments:																			Equity investments:
Portfolio Company																			Portfolio Company							Ownership Interest		Cost		Fair Value			Pro Rata Fair Value (2)		% (3)
Mavik Real Estate Special Opportunities Fund, LP - limited partnership interest (21)																			Mavik Real Estate Special Opportunities Fund, LP - limited partnership interest (21)							50%		$	40,458,282	$	39,643,024		$	30,326,913	13.9	%
LEL Arlington JV LLC - limited liability member units (22)																			LEL Arlington JV LLC - limited liability member units (22)							80%		23,949,044		23,949,044			18,321,019		8.4	%
LEL NW 49th LV LLC - limited liability member units (22)																			LEL NW 49th LV LLC - limited liability member units (22)							80%		5,306,467		5,306,467			4,059,447		1.9	%
																												$	69,713,793	$	68,898,535		$	52,707,379	24.2	%

~~See notes to unaudited financial statements~~.__________________________

~~Terra Secured Income Fund 5, LLC~~

~~Schedule of Investment (Continued)~~

~~June 30, 2021 (unaudited) and December 31, 2020~~

~~__________________________~~

(1)Because there is no readily available market for these ~~loans,~~investments, these loans were valued using significant unobservable inputs under Level 3 of the fair value hierarchy and were approved in good faith by Terra REIT Advisors, Terra Property Trust’s manager, pursuant to Terra Property Trust’s valuation policy.

(2)Amount represents the Company’s portion, or 76.5%, of the fair value or net investment value.

(3)Percentage is based on the Company’s pro rata share of the fair value or net investment value over the Company’s total members’ capital of ~~$235.4~~$218.1 million at December 31, ~~2020.~~2021.

(4)~~This loan is currently past due. Terra Property Trust is currently evaluating the options of recovering the principal amount, including foreclosing on the collateral.~~

~~(6)~~On June 27, 2018, Terra Property Trust entered into a participation agreement with Terra Income Fund 6, Inc. to purchase a 25% interest, or $4.3 million, in a mezzanine loan. As of December 31, 2020, the commitment was fully funded.

~~(7)~~(5)The loan participations from Terra Property Trust do not qualify for sale accounting and therefore, the gross amount of these loans remain in ~~the~~Terra Property Trust’s consolidated balance sheets.

~~(8)~~(6)Terra Property Trust sold a portion of its interest in this loan through a participation agreement to Terra ~~Income~~ Fund 6, ~~Inc.,~~ an affiliated fund advised by Terra Income Advisors, LLC, an affiliate of our sponsor and Terra ~~Property Trust’s manager.~~REIT Advisors.

~~(9)~~(7)For the year ended December 31, 2021, Terra Property Trust suspended interest income accrual of $2.3 million on this loan, because recovery of such income was doubtful. Additionally, the fair value of the loan declined as a result of a decline in the fair value of the collateral.

(8)This loan is ~~currently~~ in maturity default. Terra Property Trust has exercised its rights and is facilitating the completion of construction of the asset in anticipation of lease up and disposition of the asset. For the year ended December 31, 2021, Terra Property Trust suspended interest income accrual of $0.9 million on this loan because recovery of such income was doubtful.

(9)These loans were used as collateral for $44.6 million of borrowings under a repurchase agreement.

(10)~~Terra Property Trust sold~~These loans were used as collateral for $93.8 million of borrowings under a ~~portion of its interest in this~~term loan ~~pursuant to a participation agreement to a third-party.~~payable.

(11)These loans were used as collateral for ~~$107.6~~$38.6 million of borrowings under a ~~term loan payable.~~revolving line of credit.

(12)In ~~July 2020,~~March 2021, Terra Property Trust amended the loan agreement to change the spread on the interest rate to ~~PIK 15% for~~5.0%, increased the ~~period from July 2020 through~~exit fee to 1.5% and extended the maturity to January ~~2021.~~1, 2024. Additionally, under the loan amendment, the borrower made a partial repayment of $2.6 million.

(13)In September 2021, Terra Property Trust refinanced a previously-defaulted mezzanine loan with a new first mortgage. This refinancing was accounted for as a troubled debt restructuring and Terra Property Trust recognized a loss of $0.3 million on the restructuring.

(14)Terra Property Trust purchased a portion of the interest in this loan from Terra Fund 6 via a participation agreement.

(15)In December 2020, Terra Property Trust entered into a forbearance agreement with the borrower pursuant to which interest ~~is accrued~~accrues on the loan during the 90-day forbearance period from November 2020 to January 2021. In ~~connection with entering into~~March 2021, the forbearance ~~agreement, the spread on the interest rate~~period was ~~increased to 4.2% and the exit fee was increased to 0.75%.~~extended through August 2021.

~~(14)~~(16)In March 2020, Terra Property Trust entered into a financing transaction where a third-party purchased an A-note position. ~~However,~~Because the ~~sale did~~transaction does not qualify for sale accounting, ~~and therefore,~~ the gross amount of the loan remains in the consolidated balance sheets. The liability is reflected as secured borrowing in Terra Property Trust’s consolidated balance sheets.

~~(15)~~(17)Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.

~~(16)~~(18)Terra Property Trust acquired the collateral for this loan pursuant to a deed in lieu of foreclosure. The land is currently vacant and the fair value reflects its estimated selling price.

~~(17)~~(19)Percentage is based on Terra Property Trust’s net exposure on the property (real estate owned less encumbrance).

~~(18)~~(20)From time to time, Terra Property Trust may invest in short-term debt and equity securities. These securities are comprised of shares of common and preferred stock and bonds.

(21)On August 3, 2020, Terra Property Trust entered into a subscription agreement with RESOF whereby Terra Property Trust 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. As of December 31, 2021, the unfunded commitment was $15.1 million.

(22)In the fourth quarter of 2021, Terra Property Trust purchased equity interests in two joint ventures that invest in real estate properties.

See notes to unaudited financial statements.

Terra Secured Income Fund 5, LLC

Notes to Financial Statements (Unaudited)

June 30, ~~2021~~2022

Note 1. Business

Terra Secured Income Fund 5, LLC (the “Company”), is a real estate credit focused company that originates, structures, funds and manages high yielding commercial real estate investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States. 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. The Company was formed as a Delaware limited liability company on April 24, 2013 and commenced operations on August 8, 2013. The Company makes substantially all of its investments and conducts substantially all of its real estate lending business through Terra Property Trust, which has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. The Company’s investment objectives are to (i) preserve its members’ capital contributions, (ii) realize income from its investments and (iii) make monthly distributions to its members from cash generated from investments. There can be no assurances that the Company will be successful in meeting its investment objectives.

In December 2015, the members approved the merger of Terra Secured Income Fund, LLC (“Terra Fund 1”), Terra Secured Income Fund 2, LLC (“Terra Fund 2”), Terra Secured Income Fund 3, LLC (“Terra Fund 3”) and Terra Secured Income Fund 4, LLC (“Terra Fund 4”) with and into subsidiaries of the Company (individually, each a “Terra Fund” and collectively, the “Terra Funds”) through a series of separate mergers effective January 1, 2016 (collectively, the “Merger”). Following the Merger, the Company contributed the consolidated portfolio of net assets of the 5 Terra Funds to Terra Property Trust, a newly-formed and wholly-owned subsidiary of the Company that elected to be taxed as a REIT, in exchange for the shares of common stock of Terra Property Trust. Upon completion of the Merger, the Company became the parent company of Terra Funds 1 through 4 and the direct and indirect sole common stockholder of, and began conducting substantially all of its real estate lending business through, Terra Property Trust.

On March 2, 2020, Terra Fund 1, Terra Fund 2 and Terra Fund 3 merged with and into Terra Fund 4, with Terra Fund 4 continuing as the surviving company (the “Terra Fund Merger”), and the Company consolidated its holdings of shares of common stock of Terra Property Trust in Terra Fund 4. Subsequent to the Terra Fund Merger, the legal name of Terra Fund 4 was changed to Terra JV. On March 2, 2020, Terra Property Trust engaged in a series of transactions pursuant to which Terra Property Trust 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 that Terra Property Trust owned, cash of $25.5 million and other working capital. As of June 30, ~~2021,~~2022, Terra JV held 87.4% of the issued and outstanding shares of Terra Property Trust’s common stock with the remainder held by Terra Offshore REIT, and the Company and Terra Fund 7 owned an 87.6% and 12.4% percentage interest, respectively, in Terra JV (Note 4). The Company does not consolidate Terra JV because the Company and Terra Fund 7 share joint approval rights with respect to certain major decisions that are taken by Terra JV and Terra Property Trust (Note 4).

The Company’s investment activities are externally managed by Terra Fund Advisors, LLC (“Terra Fund Advisors” or the “Manager”). 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 its affiliates or by individuals who were contracted by the Company or by the Manager or its affiliates to work on behalf of the Company pursuant to the terms of the operating agreement, as amended.

The Company’s amended and restated operating agreement provides that the Company’s existence will continue until December 31, 2023, unless sooner terminated. However, the Company expects that prior to such date it will consummate a liquidity transaction, which could occur as early as this year and may include an orderly liquidation of its assets or an alternative liquidity event such as a strategic business combination, a sale of the Company or an initial public offering and listing of Terra Property Trust’s shares of common stock on a national securities exchange. The Manager would pursue an alternative liquidity event only if it believes such a transaction would be in the best interests of the Company’s members.

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, LLC, being acquired by Mavik for a combination of cash and interests in Mavik.

Notes to Unaudited Financial Statements

On May 2, 2022, Terra Property Trust, Terra Fund 6, Terra Merger Sub, LLC, a wholly owned subsidiary of Terra Property Trust (“Merger Sub”), Terra Income Advisors, LLC and Terra REIT Advisors, LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, subject to the terms and conditions therein, Terra Fund 6 will be merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Terra Property Trust (such surviving company, the “Surviving Company” and such transaction, the “BDC Merger”).

Pursuant to the terms of the Merger Agreement, at the effective time of the BDC Merger (the “Effective Time”), except for any shares of common stock, par value $0.001 per share, of Terra Fund 6 (“Terra BDC Common Stock”) held by Terra Property Trust or any of its wholly owned subsidiary or Terra Fund 6, which will be automatically retired and cease to exist with no consideration paid therefor, each issued and outstanding share of Terra BDC Common Stock will be automatically cancelled and retired and converted into the right to receive (i) 0.595 shares (as such number may be adjusted in accordance with the Merger Agreement, the “Exchange Ratio”) of the newly designated Class B Common Stock, par value $0.01 per share, of Terra Property Trust (“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 to which such holder would otherwise be entitled by (y) $14.38.

Prior to the Effective Time, Terra Property Trust will file with the State Department of Assessments and Taxation of Maryland Articles of Amendment to the Articles of Amendment and Restatement of Terra Property Trust (the “Charter Amendment”). Pursuant to the Charter Amendment, (i) the authorized shares of stock which Terra Property Trust has authority to issue will be 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, and (ii) each share of Terra Property Trust’s common stock issued and outstanding immediately prior to the Effective Time will be automatically changed into one issued and outstanding share of Class B Common Stock.

Except with respect to conversion, each share of Class B Common Stock will 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 Terra Property Trust’s common stock. On the date that is 180 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 as approved by Terra Property Trust’s board of directors (the “First Conversion Date”), 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 Terra Property Trust’s board of directors (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 Terra Property Trust’s board of directors, 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.

Pursuant to the Merger Agreement, Terra Property Trust has agreed to take all necessary corporate action so that upon and after the Effective Time, the size of Terra Property Trust’s board of directors is increased from three to six, and three individuals designated by Terra Fund 6 (the “Terra BDC Designees”) are elected to the Board. If a Terra BDC Designee is not able or willing to serve on Terra Property Trust’s board of directors as of the Effective Time, Terra Fund 6 will select a replacement within a reasonable period of time prior to the Effective Time, and Terra Property Trust’s board of directors will elect such replacement as a member of Terra Property Trust’s board of directors as of the Effective Time.

On June 24, 2022, Terra Property Trust filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a proxy/prospectus related to the BDC Merger. On July 18, 2022, the SEC declared the registration statement effective. The BDC Merger is expected to close in September 2022, subject to the required approvals by Terra Fund 6’s stockholders and other customary closing conditions. There can be no assurances that the BDC Merger will close.

Notes to Unaudited Financial Statements

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The interim financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP”)~~. The financial statements for the period from January 1, 2020 to March 1, 2020 included all of the Company’s accounts~~ and ~~those of its consolidated subsidiaries. All intercompany balances and transactions had been eliminated. As discussed in~~ ~~Note 1~~, on March 2, 2020, the Company’s subsidiaries completed the Terra Fund Merger. As a result of the Terra Fund Merger, the Company no longer consolidates the subsidiaries. The financial statements as of June 30, 2021 and December 31, 2020 and for the period from March 2, 2020 to June 30, 2020 and the three and six months ended June 30, 2021 include all of the Company’s ~~accounts only.~~

accounts. The accompanying interim financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. The Company is an investment company, as defined under U.S. GAAP, and applies accounting and reporting guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies.

Use of Estimates

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those ~~estimates.~~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. ~~However, after a year into~~As the COVID-19 pandemic evolved from its emergence in early 2020, so has its global impact. During the ~~real estate market~~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 ~~started~~increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to ~~recover from~~impact many industries, including the ~~dislocation it experienced over~~collateral underlying certain of the ~~past year. A strong pace~~Company’ loans. Moreover, with the potential for new strains of ~~vaccination along with~~COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive ~~fiscal stimulus, has improved~~measures to help slow the ~~outlook for~~spread of infectious diseases in the ~~real estate market. The Company continues to closely monitor the impact of~~future. For this reason, among others, as the COVID-19 pandemic ~~on all aspects of its investments~~continues, the potential global impacts are uncertain and ~~operations.~~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 June 30, ~~2021;~~2022, however uncertainty over the ~~extent to which~~ultimate impact of COVID-19, rising inflation and increases in interest rates on the ~~COVID-19 pandemic may impact~~global economy generally, and the Company’s investments and operations going forward will depend on future developments, which are highly uncertain and cannot be predicted with confidence. These developments include the duration of the outbreak, the impact of the global vaccination effort, any new strains of the virus that are resistant to available vaccines, the impact of government stimulus, new information that may emerge concerning the severity of the COVID-19 pandemic, and actions taken by federal, state and local agencies as well as the general public to contain the COVID-19 pandemic or treat its impact, among others. Accordingly,business in particular, makes any estimates and assumptions as of June 30, ~~2021~~2022 inherently less certain than they would be absent the current and potential impacts of ~~the~~ COVID-19, ~~pandemic.~~macroeconomic changes, and geopolitical events.

Equity Investment in Terra JV

Equity investment in Terra JV represents the Company’s equity interest in Terra JV, which was initially recorded at cost. Subsequent to the asset contribution, the equity investment is reported, at each reporting date, at fair value on the statements of financial condition. Change in fair value is reported in net change in unrealized appreciation or depreciation on investment on the statements of operations.

Revenue Recognition

Dividend Income: Dividend income associated with the Company’s ownership of Terra JV or Terra Property Trust is recognized on the record date as declared by Terra JV or Terra Property Trust. Any excess of distributions over Terra JV or Terra Property Trust’s cumulative taxable net income are recorded as return of capital.

Other Operating Income: All other income is recognized when earned.

~~Notes to Unaudited Financial Statements~~

Cash and Cash Equivalents

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.

Notes to Unaudited Financial Statements

Income Taxes

No provision for U.S. federal and state income taxes has been made in the accompanying financial statements, as individual members are responsible for their proportionate share of the Company’s taxable income. The Company, however, may be liable for New York City Unincorporated Business Tax (the “NYC UBT”) and similar taxes of various other municipalities. New York City imposes the NYC UBT at a statutory rate of 4% on net income generated from ordinary business activities carried on in New York City. For the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, none of the Company’s income was subject to the NYC UBT.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements and tax basis assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. Such deferred tax assets and liabilities were not material.

The Company did not have any uncertain tax positions that met the recognition or measurement criteria of 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 statements of operations. For the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company did not incur any interest or penalties. Although the Company files federal and state tax returns, its primary tax jurisdiction is federal. The Company’s ~~2017-2019~~2018-2020 federal tax years remain subject to examination by the Internal Revenue Service.

Recent Accounting Pronouncement

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. Such announcement indicates that market participants cannot rely on LIBOR being published after 2021. On December 4, 2020, the IBA published a consultation on its intention~~2021, which has subsequently been delay to ~~cease the publication of LIBOR. For the most commonly used tenors (overnight and one, three, six and 12 months) of U.S. dollar LIBOR, the IBA is proposing to cease publication immediately after~~ June 30, 2023, anticipating continued rate submissions from panel banks for these tenors of U.S. dollar LIBOR. The IBA’s consultation also proposes to cease publication of all other U.S. dollar LIBOR tenors, and of all non-U.S. dollar LIBOR rates, after December 31, 2021. Other interest rates used globally could also be discontinued for similar reasons.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, Terra Property Trust’s investment documents provide for a substitute index, on a basis generally consistent with market practice, intended to put the Terra Property Trust 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 financial statements and disclosures

Note 3. Investment and Fair Value

Equity Investment in Terra JV

The Company invested substantially all of its equity capital in the purchase of shares of common stock of Terra Property Trust. On March 2, 2020, Terra Property Trust engaged in a series of transactions pursuant to which Terra Property Trust 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

~~Notes to Unaudited Financial Statements~~

~~participation interests in loans that Terra Property Trust owned, cash of $25.5 million and other working capital.~~ As of both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Terra JV held 87.4% of the issued and outstanding shares of Terra Property Trust’s common stock with the remainder held by Terra Offshore REIT, and the Company and Terra Fund 7 owned an 87.6% and 12.4% percentage interest, respectively, in Terra JV, and Terra JV became the Company’s only investment (Note 4).

The following tables present a summary of the Company’s investment at June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		June 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
Investment	Investment	Cost		Fair Value		% of Members’ Capital		Cost		Fair Value		% of Members’ Capital		Investment	Cost		Fair Value		% of Members’ Capital		Cost		Fair Value		% of Members’ Capital
87.6% interest in Terra JV, LLC	87.6% interest in Terra JV, LLC	$	225,672,723	$	228,870,200	99.9	%	$	230,915,151	$	235,357,977	100.0	%	87.6% interest in Terra JV, LLC	$	215,364,297	$	217,575,511	99.9	%	$	219,704,515	$	217,324,720	99.7	%

Notes to Unaudited Financial Statements

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company received ~~approximately $3.4~~$2.9 million and $3.4 million of distributions from Terra JV, of which ~~$3.4~~$2.1 million and ~~$2.7~~$3.4 million were returns of capital, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company received ~~approximately $6.4~~$5.9 million and ~~$11.2~~$6.4 million of distributions from Terra JV, ~~and/or Terra Property Trust as applicable,~~ of which ~~$5.2~~$4.3 million and ~~$9.3~~$5.2 million were returns of capital, respectively.

As of both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company indirectly beneficially owned 76.5% (Note 4) of the outstanding shares of common stock of Terra Property Trust. The following tables present the summarized financial information of Terra Property Trust:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Carrying value of loans held for investment	Carrying value of loans held for investment	$	459,324,373	$	422,280,515	Carrying value of loans held for investment	$	533,842,402	$	469,673,314
Equity investment in a limited partnership, net		53,063,823		36,259,959
Equity investment in unconsolidated investments						Equity investment in unconsolidated investments	91,896,673		69,713,793
Real estate owned, net	Real estate owned, net	71,306,713		73,178,939		Real estate owned, net	52,331,314		65,776,839
Cash, cash equivalent and restricted cash	Cash, cash equivalent and restricted cash	104,737,014		32,920,323		Cash, cash equivalent and restricted cash	40,753,395		51,098,647
Other assets	Other assets	41,823,769		23,837,445		Other assets	34,488,472		37,279,565
Total assets	Total assets	730,255,692		588,477,181		Total assets	753,312,256		693,542,158
Term loan payable, unsecured notes payable, obligations under participation agreements, mortgage loan payable, revolving line of credit and secured borrowing		(376,650,188)		(239,132,654)
Term loan payable, unsecured notes payable, obligations under participation agreements, repurchase agreement payable, mortgage loan payable, revolving line of credit and secured borrowing						Term loan payable, unsecured notes payable, obligations under participation agreements, repurchase agreement payable, mortgage loan payable, revolving line of credit and secured borrowing	(434,530,673)		(364,910,392)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(47,233,160)		(35,769,686)		Accounts payable, accrued expenses and other liabilities	(42,942,427)		(45,078,478)
Lease intangible liabilities	Lease intangible liabilities	(10,006,713)		(10,249,776)		Lease intangible liabilities	(9,143,006)		(9,709,710)
Total liabilities	Total liabilities	(433,890,061)		(285,152,116)		Total liabilities	(486,616,106)		(419,698,580)
Stockholder’s equity	Stockholder’s equity	$	296,365,631	$	303,325,065	Stockholder’s equity	$	266,696,150	$	273,843,578

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenues $ 11,256,297 $ 12,064,629 $ 21,545,549 $ 24,142,200
Expenses (13,010,781) (10,562,322) (23,147,156) (21,750,371)
Net loss on extinguishment of obligations under
participation agreements 0 0 0 (319,453)
Realized gains on marketable securities 0 1,076,213 0 1,085,107
Unrealized gains on marketable securities 248,874 67,522 234,266 67,522
Equity income from investment in a limited partnership 1,400,839 0 2,738,666 0
Net (loss) income $ (104,771) $ 2,646,042 $ 1,371,325 $ 3,225,005


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues	$	14,688,113	$	11,256,297	$	26,800,383	$	21,545,549
Expenses	(14,705,355)		(13,010,781)		(28,946,936)		(23,147,156)
Loss on sale of real estate	(51,984)		—		(51,984)		—
Realized gains on marketable securities	32,278		—		83,411		—
Unrealized (losses) gains on marketable securities	(34,950)		248,874		(133,994)		234,266
Equity income from unconsolidated investments	1,364,332		1,400,839		2,783,667		2,738,666
Net income (loss)	$	1,292,434	$	(104,771)	$	534,547	$	1,371,325

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

~~Notes to Unaudited Financial Statements~~

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

Notes to Unaudited Financial Statements

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.

Assets and Liabilities Reported at Fair Value

The following table summarizes the Company’s equity investment at fair value on a recurring basis as of June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		June 30, 2021									June 30, 2022
		Fair Value Measurements									Fair Value Measurements
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Investment:	Investment:									Investment:
Equity investment in Terra JV	Equity investment in Terra JV	$	0	$	0	$	228,870,200	$	228,870,200	Equity investment in Terra JV	$	—	$	—	$	217,575,511	$	217,575,511


		December 31, 2020									December 31, 2021
		Fair Value Measurements									Fair Value Measurements
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Investment:	Investment:									Investment:
Equity investment in Terra JV	Equity investment in Terra JV	$	0	$	0	$	235,357,977	$	235,357,977	Equity investment in Terra JV	$	—	$	—	$	217,324,720	$	217,324,720

~~Notes to Unaudited Financial Statements~~

Changes in Level 3 investment for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


									Equity Investment in Terra JV
		Equity Investment in Terra JV				Equity Investment in Terra Property Trust			Six Months Ended June 30,
		Six Months Ended June 30, 2021		Period from March 2, 2020 to June 30, 2020		Period from January 1, 2020 to March 1, 2020			2022		2021
Beginning balance	Beginning balance	$	235,357,977	$	0	$	247,263,245	Beginning balance	$	217,324,720	$	235,357,977
Transfer of ownership interest in Terra Property Trust to Terra JV		0		244,006,890		(244,006,890)
Return of capital	Return of capital	(5,242,428)		(5,497,444)		(3,783,607)		Return of capital	(4,340,218)		(5,242,428)
Net change in unrealized (depreciation) appreciation on investment		(1,245,349)		423		527,252
Net change in unrealized appreciation (depreciation) on investment								Net change in unrealized appreciation (depreciation) on investment	4,591,009		(1,245,349)
Ending balance	Ending balance	$	228,870,200	$	238,509,869	$	0	Ending balance	$	217,575,511	$	228,870,200
Net change in unrealized appreciation on investment for the period relating to those Level 3 assets that were still held by the Company		$	(1,245,349)	$	423	$	0
Net change in unrealized appreciation (depreciation) on investment for the period relating to those Level 3 assets that were still held by the Company								Net change in unrealized appreciation (depreciation) on investment for the period relating to those Level 3 assets that were still held by the Company	$	4,591,009	$	(1,245,349)

Transfers between levels, if any, are recognized at the beginning of the period in which transfers occur. For the ~~three and~~ six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, there were no transfers.

The Company estimated that its other financial assets and liabilities had fair values that approximated their carrying values at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 due to their short-term nature.

Valuation Process for Fair Value Measurement

Market quotations are not readily available for the Company’s investment in Terra Property Trust or Terra JV, which is included in Level 3 of the fair value hierarchy. The fair value of the Company’s sole investment takes into consideration the fair value of Terra Property Trust’s assets and liabilities which are valued utilizing a yield approach, i.e. a discounted cash flow

Notes to Unaudited Financial Statements

methodology. In following this methodology, loans are evaluated individually, and management takes into account, in determining the risk-adjusted discount rate for each of Terra Property Trust’s loans, 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, its net operating income, 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); and 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, replacement costs and the anticipated duration of each real estate-related loan. Valuation of Terra Property Trust’s investment in a 4.9 acre development parcel iswas based on the estimated selling price. The development parcel was sold in the second quarter of 2022. The fair value of Terra Property Trust’s investment in an office building is determined using the direct capitalization method.

The Manager designates a valuation committee to oversee the entire valuation process of Terra Property Trust’s Level 3 investments. 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 Terra Property Trust 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, third-party valuation data and discount rates or other methods the valuation committee deems to be appropriate.

The following tables summarize the valuation techniques and significant unobservable inputs used by the Company to value the Level 3 investments as of June 30, ~~2021~~2022 and December 31, ~~2020.~~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

Primary Valuation Technique

Unobservable Inputs

June 30, 2021

Fair Value

Primary Valuation Technique

Unobservable Inputs

June 30, 2022

Asset Category

Minimum

Maximum

Weighted Average

Asset Category

Minimum

Maximum

Weighted Average

Assets:

Equity investment in Terra JV

$228,870,200

Discounted cash flow (1)(2)

Discount rate (1)(2)

4.00

16.00

11.19

Equity investment in Terra JV

217,575,511

Discounted cash flow (1)(2)

Discount rate (1)(2)

3.24

16.38

16.43

~~Notes to Unaudited Financial Statements~~

Fair Value

Primary Valuation Technique

Unobservable Inputs

December 31, 2020

Fair Value

Primary Valuation Technique

Unobservable Inputs

December 31, 2021

Asset Category

Minimum

Maximum

Weighted Average

Asset Category

Minimum

Maximum

Weighted Average

Assets:

Equity investment in Terra JV

235,357,977

Discounted cash flow (1)(2)

Discount rate (1)(2)

5.25

20.05

14.17

Equity investment in Terra JV

217,324,720

Discounted cash flow (1)(2)

Discount rate (1)(2)

2.45

15.00

12.66

_______________

(1)Discounted cash flows and discount rates applied to Terra Property Trust’s assets and liabilities.

(2)The fair value of Terra Property Trust’s investment in an office building is determined using the direct capitalization method with a cap rate ranges from 5.25% to 6.00% as of ~~5.25%.~~June 30, 2022 and December 31, 2021, respectively. Additionally, the fair value of Terra Property Trust’s investment in a 4.9 acre development parcel isas of December 31, 2021 was based on the estimated selling price. The developmental parcel was sold in the second quarter of 2022.

Risks and Uncertainties

The Company’s investment in Terra Property Trust orthrough Terra JV is highly illiquid and there is no assurance that the Company will achieve its investment objectives, including targeted returns. Terra Property Trust’s loans are highly illiquid. Due to the illiquidity of the loans, valuation of the loans may be difficult, as there generally will be no established markets for these loans.

The COVID-19 pandemic has resulted in extreme volatility in a variety of global markets, including the real estate-related debt markets. U.S. financial markets, in particular, are experiencing limited liquidity and forced selling by certain market participants with insufficient liquidity available to meet current obligations, which puts further downward pressure on asset prices.

As the Company’s investment is carried at fair value with fair value changes recognized in the statements of operations, any changes in fair value would directly affect the Company’s members’ capital.

Notes to Unaudited Financial Statements

Note 4. Related Party Transactions

Operating Agreement

The Company has an operating agreement, as amended, with Terra Fund Advisors. The operating agreement, as amended, is scheduled to terminate on December 31, 2023 unless the Company is dissolved earlier. Starting January 1, 2016, the Company conducts all of its real estate lending business through Terra Property Trust. As such, Terra Property Trust is responsible for management compensation paid and operating expenses reimbursed to its manager pursuant to a management agreement with the manager.

Dividend Income

As discussed in Note 3, for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company received ~~approximately $3.4~~$2.9 million and $3.4 million of distributions from Terra JV, of which ~~$3.4~~$2.1 million and ~~$2.7~~$3.4 million were returns of capital, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company received ~~approximately $6.4~~$5.9 million and ~~$11.2~~$6.4 million of distributions from Terra JV, ~~and/or Terra Property Trust as applicable,~~ of which ~~$5.2~~$4.3 million and ~~$9.3~~$5.2 million were returns of capital, respectively.

~~TPT2 Merger~~

On February 28, 2020, Terra Property Trust entered into certain Agreement and Plan of Merger (the “Merger Agreement”), by and among Terra Property Trust, Terra Property Trust 2, Inc. (“TPT2”) and Terra Fund 7, the sole stockholder of TPT2, pursuant to which TPT2 merged with and into Terra Property Trust, with Terra Property Trust continuing as the surviving corporation (the “TPT2 Merger”), effective March 1, 2020. In connection with the TPT2 Merger, each share of common stock, par value $0.01 per share, of TPT2 issued and outstanding immediately prior to the effective time of the TPT2 Merger was converted into the right to receive from Terra Property Trust a number of shares of common stock, par value $0.01 per share, of Terra Property Trust equal to an exchange ratio, which was 1.2031. The exchange ratio was based on the relative fair value of Terra Property Trust and TPT2 as of December 31, 2019 as adjusted to reflect changes in net working capital of each of Terra Property Trust and TPT2 during the period from January 1, 2020 through March 1, 2020, the effective time for the TPT2 Merger. For purposes of determining the respective fair values of Terra Property Trust and TPT2, the value of the loans (or participation interests therein) held by each of Terra Property Trust and TPT2 was the value of such loans (or participation interests) as set forth in the audited financial statements of Terra Property Trust as of and for the year ended December 31,

~~Notes to Unaudited Financial Statements~~

2019. As a result, Terra Fund 7 received 2,116,785.76 shares of common stock of Terra Property Trust as consideration in the TPT2 Merger and subsequently contributed these shares to Terra JV. The shares of Terra Property Trust common stock issued in connection with the TPT2 Merger were issued in a private placement in reliance on Section 4(a)(2) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder.

~~Issuance of Common Stock to Terra Offshore REIT~~

In addition, on March 2, 2020, Terra Property Trust entered into two separate contribution agreements, (i) by and among Terra Property Trust, Terra Offshore REIT and Terra Income Fund International, and (ii) by and among Terra Property Trust, Terra Offshore REIT and Terra Secured Income Fund 5 International, pursuant to which Terra Property Trust issued 2,457,684.59 shares of common stock of Terra Property Trust to Terra Offshore REIT in exchange for the settlement of $32.1 million of participation interests in loans also held by Terra Property Trust, $8.6 million in cash and other working capital (“Issuance of Common Stock to Terra Offshore REIT”). The shares of common stock were issued in a private placement in reliance on Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder. On April 29, 2020, Terra Property Trust repurchased, at a purchase price $17.02 per share, 212,691 shares of common stock that Terra Property Trust had previously sold to Terra Offshore REIT on September 30, 2019.

~~Terra JV, LLC~~

Prior to the completion of the TPT2 Merger and the Issuance of Common Stock to Terra Offshore REIT transactions described above, the Company owned approximately 98.6% of the issued and outstanding shares of Terra Property Trust’s common stock indirectly through its wholly owned subsidiary, Terra JV, of which the Company was the sole managing member, and the remaining issued and outstanding shares of Terra Property Trust’s common stock were owned by Terra Offshore REIT.

As described above, Terra Property Trust acquired TPT2 in the TPT2 Merger and, in connection with such transaction, Terra Fund 7 contributed the shares of Terra Property Trust’s common stock received as consideration in the TPT2 Merger to Terra JV and became a co-managing member of Terra JV pursuant to the amended and restated operating agreement of Terra JV, dated March 2, 2020 (the “JV Agreement”). The JV Agreement and related stockholders agreement between Terra JV and Terra Property Trust, dated March 2, 2020, provide for the joint approval of the Company and Terra Fund 7 with respect to certain major decisions that are taken by Terra JV and Terra Property Trust.

On March 2, 2020, Terra Property Trust, the Company, Terra JV and Terra REIT Advisors also entered into the Amended and Restated Voting Agreement (the “Voting Agreement”), pursuant to which the Company assigned its rights and obligations under the Voting Agreement to Terra JV. Consistent with the original voting agreement dated February 8, 2018, for the period that Terra REIT Advisors remains the external manager of Terra Property Trust, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of Terra Property Trust, until Terra JV no longer holds at least 10% of the outstanding shares of Terra Property Trust’s common stock, Terra JV will have the right to nominate one individual to serve as a director of Terra Property Trust.

As of June 30, 2021, Terra JV owns approximately 87.4% of the issued and outstanding shares of Terra Property Trust common stock with the remainder held by Terra Offshore REIT, and the Company and Terra Fund 7 own an 87.6% and 12.4% interest, respectively, in Terra JV. As a result, as of June 30, 2021, the Company indirectly beneficially owned 76.5% of Terra Property Trust's outstanding common stock through Terra JV.

Note 5. Commitments and Contingencies

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.

The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company 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. While the outcome of any legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material adverse effect upon its financial condition or results of operations.

~~Notes to Unaudited Financial Statements~~

Note 6. Members’ Capital

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~6,636.6~~6,624.4 and ~~6,637.7~~6,636.6 units outstanding, respectively. The net asset value per unit was ~~$34,516~~$32,867 and ~~$35,467~~$32,860 as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Capital Distributions

At the discretion of the Manager, the Company may make distributions from net cash flow from operations, net disposition proceeds, or other cash available for distribution. Distributions are made to holders of Continuing Income Units (regular units of limited liability company interest in the Company) in proportion to their unit holdings until they receive a return of their initial Deemed Capital Contribution, as defined in the operating agreement, plus a preferred return ranging from 8.5% to 9.0% depending on the historical preferred return applicable to their Terra Fund units, after which time distributions are made 15% to the Manager which the Company refers to as the carried interest distribution, and 85% to the holders of Continuing Income Units. The preferred return applicable to the Continuing Income Units sold in the offering concurrent with the Merger is 8.5%.

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company made total distributions to non-managing members of ~~$3.0~~$2.8 million and $3.0 million, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company made total distributions to non-managing members of ~~$6.0~~$5.8 million and ~~$10.5~~$6.0 million, respectively. For the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company did not make any carried interest distributions to the Manager.

Capital Redemptions

At the discretion of the Manager, a reserve of 5% of cash from operations may be established in order to repurchase units from non-managing members. The Manager is under no obligation to redeem non-managing members’ units. As of June 30, ~~2021~~2022 and ~~December 31, 2020,~~2021, 0 such reserve was established. For the three and six months ended June 30, 2022, the Company redeemed 12.2 units for $0.4 million. For the three and six months ended June 30, 2021, the Company redeemed 1.1 units for $39,227. ~~For the three and six months ended June 30, 2020, the Company did not redeem any units.~~

Notes to Unaudited Financial Statements

Allocation of Income (Loss)

Profits and losses are allocated to the members in proportion to the units held in a given calendar year.

Note 7. Financial Highlights

The financial highlights represent the per unit operating performance, return and ratios for the non-managing members’ class, taken as a whole, for the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. These financial highlights consist of the operating performance, the internal rate of return (“IRR”) since inception of the Company, and the expense and net investment income ratios which are annualized except for the non-recurring expenses.

The IRR, net of all fees and carried interest (if any), is computed based on actual dates of the cash inflows (capital contributions), outflows (capital distributions), and the ending capital at the end of the respective period (residual value) of the non-managing members’ capital account.

~~Notes to Unaudited Financial Statements~~

The following summarizes the Company’s financial highlights for the six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:

Six Months Ended June 30,
2021 2020
Per unit operating performance:
Net asset value per unit, beginning of period $ 35,467 $ 37,222
(Decrease) increase in members’ capital from operations (1):
Net investment income 137 242
Net change in unrealized (depreciation) appreciation on investment (186) 80
Total (decrease) increase in members’ capital from operations (49) 322
Distributions to members (2):
Capital distributions (897) (1,582)
Net decrease in members’ capital resulting from distributions (897) (1,582)
Capital share transactions:
Capital redemption (5) 0
Net decrease in members’ capital resulting from capital share transactions (5) 0
Net asset value per unit, end of period $ 34,516 $ 35,962
Ratios to average net assets:
Expenses 0.20 % 0.28 %
Net investment income 0.77 % 1.33 %
IRR, beginning of period 5.82 % 6.40 %
IRR, end of period 5.46 % 6.07 %


	Six Months Ended June 30,
	2022			2021
Per unit operating performance:
Net asset value per unit, beginning of period	$	32,860		$	35,467
Increase in members’ capital from operations (1):
Net investment income	189			137
Net change in unrealized appreciation (depreciation) on investment	692			(186)
Total increase (decrease) in members’ capital from operations	881			(49)
Distributions to members (2):
Capital distributions	(874)			(897)
Net decrease in members’ capital resulting from distributions	(874)			(897)
Capital share transactions:
Capital redemption and other	—			(5)
Net decrease in members’ capital resulting from capital share transactions	—			(5)
Net asset value per unit, end of period	$	32,867		$	34,516

Ratios to average net assets:
Expenses	0.24		%	0.20		%
Net investment income	1.14		%	0.77		%

IRR, beginning of period	4.91		%	5.82		%
IRR, end of period	4.98		%	5.46		%

_______________

(1)The per unit data was derived by using the weighted average units outstanding during the applicable periods, which were ~~6,636~~6,630.9 and ~~6,638~~6,636.4 for the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

(2)The per unit data for distributions reflects the actual amount of distributions paid per unit during the periods.

Note 8. Subsequent Events

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

2221

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 financial statements and related notes thereto and other financial information included elsewhere in this quarterly report on Form 10-Q. In this report, the “Company,” “we,” “us” and “our” refer to Terra Secured Income Fund 5, LLC.

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, 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 members in the future;

•the potential negative impacts the of the coronavirus (“COVID-19”) pandemic on the global economy and the impacts of COVID-19 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 outbreak or to treat its impact;

•the efficacy of the vaccines or other remedies and the speed of their distribution and administration;

•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 Fund Advisors” or the “Manager”), Terra REIT Advisors, LLC (“Terra REIT Advisors”), Terra Income Advisors, LLC; Terra Capital Partners, LLC (“Terra Capital Partners”), our sponsor; Terra JV, LLC (“Terra JV”); Terra Income Fund 6, Inc. (“Terra Fund 6”);Terra Secured Income Fund 5 International; Terra Income Fund International; Terra Secured Income Fund 7, LLC (“Terra Fund 7”); Terra Property Trust, Inc. (“Terra Property Trust”); Terra ~~International Fund 3, L.P. (“Terra International 3”); Terra~~ Offshore Funds REIT, LLC (“Terra Offshore REIT”); Mavik Real Estate Special Opportunities Fund, LP (“~~Mavik~~ RESOF”) ~~(formerly known as Terra Real Estate Credit Opportunities Fund, LP)~~; 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 or our subsidiaries or affiliates in the future, including a liquidation of assets, a sale of our company or its subsidiaries or affiliates, or a strategic business combination, a listing of the shares

of common stock of Terra Property Trust on a national securities exchange, or an adoption of a share repurchase plan, in each case, which may include the distribution of our common stock of Terra Property Trust indirectly owned by our company and certain other fund vehicles managed by Terra Capital Partners or its affiliates to the ultimate investors in these vehicles, and the timing of any such transactions;

•Terra Property Trust’s ability to complete the contemplated acquisition of Terra Fund 6 (as defined herein) and achieve the expected synergies, cost savings and other benefits from the acquisition of Terra Fund 6;

•risks associated with achieving expected synergies, cost savings and other benefits from acquisitions, including the contemplated acquisition of Terra Fund 6, and Terra Property Trust’s increased scale;

•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 ~~exclusion~~exemption from registration as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and Terra Property Trust to maintain its 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, ~~2020~~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 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. Members are advised to consult any additional disclosures that we may make directly to members 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 ~~high yielding~~ commercial real estate investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States. 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 ofin this size range are subject to less competition, offer higher risk adjusted returns than larger loans with similar risk metrics and facilitate portfolio diversification. We were formed as a Delaware limited liability company on April 24, 2013 and commenced operations on August 8, 2013. We make substantially all of our investments, and conduct substantially all of our real estate lending business, through Terra Property Trust, which has elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. Our investment objectives are to (i) preserve our members’ capital contributions, (ii) realize income from our investments and (iii) make monthly distributions to our members from cash generated from investments. There can be no assurances that we will be successful in meeting our investment objectives.

On January 1, 2016, Terra Secured Income Fund, LLC (“Terra Fund 1”), Terra Fund Secured Income Fund 2, LLC (“Terra Fund 2”), Terra Secured Income Fund 3, LLC (“Terra Fund 3”) and Terra Secured Income Fund 4, LLC (“Terra Fund 4”) merged with and into our subsidiaries (collectively, the “Terra Funds”) through a series of separate mergers (collectively, the “Merger”). Following the Merger, we contributed the consolidated portfolio of our net assets and the net assets of the Terra Funds to Terra Property Trust in exchange for all of the shares of common stock of Terra Property Trust. We elected to engage in these transactions, which we refer to as the “REIT formation transactions,” to make our investments through Terra Property

Trust and to provide our members with a more broadly diversified portfolio of assets, while ~~at the same time~~ providing us with enhanced access to capital and borrowings, lower operating costs and enhanced opportunities for growth.

On March 2, 2020, Terra Fund 1, Terra Fund 2 and Terra Fund 3 merged with and into Terra Fund 4, with Terra Fund 4 continuing as the surviving company (the “Terra Fund Merger”), and we consolidated our holdings of shares of common stock of Terra Property Trust in Terra Fund 4. Subsequent to the Terra Fund Merger, the legal name of Terra Fund 4 was changed to Terra JV, LLC. On March 2, 2020, Terra Property Trust engaged in a series of transactions pursuant to which Terra Property Trust 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 that Terra Property Trust owned, cash of $25.5 million and other working capital. On April 29, 2020, Terra Property Trust repurchased, at a purchase price of $17.02 per share, 212,691 shares of common stock that Terra Property Trust had previously sold to Terra Offshore REIT on September 30, 2019.As of June 30, ~~2021,~~2022, Terra JV held 87.4% of the issued and outstanding shares of Terra Property Trust’s common stock with the remainder held by Terra Offshore ~~REIT,~~REIT; and we and Terra Fund 7 owned an 87.6% and 12.4% percentage interest, respectively, in Terra JV. Accordingly, as of June 30, ~~2021,~~2022, we indirectly beneficially owned 76.5% of the outstanding shares of common stock of Terra Property Trust through Terra JV.

As previously disclosed, we continue to explore alternative liquidity transactions on an opportunistic basis to maximize value for our investors. Examples of the alternative liquidity transactions that, depending on market conditions, may be available to us, or our subsidiaries or affiliates, include a listing of our shares of common stock of Terra Property Trust on a national securities exchange, adoption of a share repurchase plan, a liquidation of assets, a sale of our company or its subsidiaries or affiliates or a strategic business combination, in each case, which may include the in-kind distribution of shares of common stock of Terra Property Trust indirectly owned by our company and certain other fund vehicles managed by Terra Capital Partners or its affiliates to the ultimate investors in these vehicles. We cannot provide any assurance that any alternative liquidity transaction will be available to us or, if available, that we will pursue or be successful in completing any such alternative liquidity transaction.

Recent Developments

Terra BDC Merger

On May 2, 2022, Terra Property Trust, Terra Fund 6, Terra Merger Sub, LLC, a wholly owned subsidiary of Terra Property Trust (“Merger Sub”), Terra Income Advisors, LLC and Terra REIT Advisors, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, subject to the terms and conditions therein, Terra Fund 6 will be merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary ofTerra Property Trust (such surviving company, the “Surviving Company” and such transaction, the “BDC Merger”).

Pursuant to the terms of the Merger Agreement, at the effective time of the BDC Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.001 per share, of Terra Fund 6 (“Terra BDC Common Stock”) will be automatically cancelled and retired and converted into the right to receive (i) 0.595 shares (as such number may be adjusted in accordance with the Merger Agreement, the “Exchange Ratio”) of the newly designated Class B Common Stock, par value $0.01 per share, of Terra Property Trust (“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 to which such holder would otherwise be entitled by (y) $14.38.

Prior to the Effective Time, Terra Property Trust will file with Maryland Articles of Amendment to the Articles of Amendment and Restatement of Terra Property Trust (the “Charter Amendment”). Pursuant to the Charter Amendment, (i) the authorized shares of stock which Terra Property Trust has authority to issue will be 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, and (ii) each share of Terra Property Trust’s common stock issued and outstanding immediately prior to the Effective Time will be automatically converted into one issued and outstanding share of Class B Common Stock.

Each share of Class B Common Stock will 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 Terra Property

Trust’s common stock. On the date that is 180 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 as is approved by Terra Property Trust’s board of directors (the “First Conversion Date”), 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 shall be approved by Terra Property Trust’s board of directors (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 shall be approved by Terra Property Trust’s board of directors, 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.

On June 24, 2022, Terra Property Trust filed with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus related to the BDC Merger. On July 18, 2022, the SEC declared the registration statement effective. The BDC Merger is expected to close in September 2022, subject to the required approvals by Terra Fund 6’s stockholders and other customary closing conditions. There can be no assurances that the BDC Merger will close.

COVID-19 Pandemic

As the COVID-19 pandemic has ~~had a significant impact~~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 ~~local, national~~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 ~~economies~~supply chains, inflation, labor shortages and ~~has resulted in a world-wide economic slowdown. While certain economies have exhibited growth as a result of vaccine distributions when compared to 2020, the amount of economic recovery will~~wage increases continue to ~~be impacted by reductions~~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 ~~restrictions~~businesses may re-impose aggressive measures to help slow the spread of infectious diseases in ~~economic activity resulting from increased coronavirus cases. We continue to closely monitor~~ the ~~impact of~~future. For this reason, among others, as the COVID-19 pandemic ~~on all aspects of our investments and operations. The extent to which~~continues, the ~~COVID-19 pandemic may impact our investments and operations going forward will depend on future developments, which~~potential global impacts are ~~highly~~ uncertain and ~~cannot be predicted with confidence. These developments include the duration of the outbreak, the impact of the global vaccination effort, any new strains of the virus that are resistant~~difficult to available vaccines, the impact of government stimulus, new information that may emerge concerning the severity of the COVID-19 pandemic, and actions taken by federal, state and local agencies as well as the general public to contain the COVID-19 pandemic or treat its impact, among others.

We believe, however, that compelling opportunities for us will emerge as a result of the economic disruption caused by the COVID-19 pandemic. While it has had a demonstrable effect on employment, the economy and the national psyche, the impact of the COVID-19 pandemic on property values has yet to be fully realized because property values are the result of slow moving forces, including consumer behavior, supply and demand for space, availability and pricing of mortgage financing and investor demand for property. As these factors become clear and commercial real estate is repriced accordingly, we believe there will be abundant opportunities available to experienced alternative lenders such as us to provide financing for property acquisition, refinancing, development and redevelopment on attractive terms that reflect the new realities of the economy.assess.

Portfolio Summary

The following tables provide a summary of Terra Property Trust’s net loan portfolio as of June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		June 30, 2021																June 30, 2022
		Fixed Rate			Floating Rate (1)(2)(3)			Total Gross Loans			Obligations under Participation Agreements and Secured Borrowing			Total Net Loans				Fixed Rate			Floating Rate (1)(2)(3)			Total Gross Loans			Obligations under Participation Agreements and Secured Borrowing			Total Net Loans
Number of loans	Number of loans	7			12			19			6			19			Number of loans	4			18			22			4			22
Principal balance	Principal balance	$	111,619,413		$	349,648,476		$	461,267,889		$	140,180,715		$	321,087,174		Principal balance	$	57,466,258		$	486,495,659		$	543,961,917		$	81,720,904		$	462,241,013
Amortized cost	Amortized cost	111,699,524			347,624,849			459,324,373			140,866,170			318,458,203			Amortized cost	57,896,378			475,946,024			533,842,402			82,087,795			451,754,607
Fair value	Fair value	111,412,219			347,426,451			458,838,670			141,098,331			317,740,339			Fair value	57,406,064			472,179,809			529,585,873			81,241,742			448,344,131
Weighted average coupon rate	Weighted average coupon rate	13.44		%	7.47		%	8.92		%	11.46		%	7.81		%	Weighted average coupon rate	13.35		%	7.79		%	8.38		%	10.33		%	8.03		%
Weighted-average remaining term (years)	Weighted-average remaining term (years)	1.14			1.20			1.19			0.80			1.36			Weighted-average remaining term (years)	1.60			1.08			1.13			0.37			1.27

December 31, 2020
Fixed Rate
Floating
Rate (1)(2)(3)
Total Gross Loans Obligations under Participation Agreements and Secured Borrowing Total Net Loans
Number of loans 6 14 20 8 20
Principal balance $ 56,335,792 $ 367,838,966 $ 424,174,758 $ 89,548,151 $ 334,626,607
Amortized cost 56,464,310 365,816,205 422,280,515 89,769,560 332,510,955
Fair value 56,284,334 363,122,860 419,407,194 87,730,239 331,676,955
Weighted average coupon rate 12.17 % 7.95 % 8.51 % 10.16 % 8.07 %
Weighted-average remaining
term (years) 1.78 1.44 1.48 1.08 1.59


	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~~”(“LIBOR”) or Secured Overnight Financing Rate (“SOFR”) plus a fixed spread. Coupon rate shown was determined using LIBOR of ~~0.10%~~1.79%, average SOFR of 1.09% and ~~0.14%~~forward-looking term late based on SOFA (“Term SOFR”) of 1.69% as of June 30, ~~2021~~2022 and LIBOR of 0.10% as of December 31, ~~2020.~~2021.

(2)As of June 30, ~~2021~~2022 and December 31, ~~2020, amounts~~2021, amount included ~~$184.3~~$348.6 million and ~~$184.2~~$290.6 million of senior mortgages used as collateral for ~~$107.0~~$241.5 million and ~~$107.6~~$176.9 million of borrowings under ~~a term loan,~~credit facilities, respectively. As of June 30, 2021, amounts also included $13.2 million of senior mortgages used as collateral for $9.2 million of borrowings under a revolving line of credit. Borrowings under the term loan bear interest at an annual rate of LIBOR plus 4.25% with a LIBOR floor of 1.00%. Borrowings under the revolving line of credit bear interest at a minimum rate of 4.0%.

(3)As of June 30, ~~2021~~2022 and December 31, ~~2020, nine~~2021, sixteen and ~~twelve~~thirteen of these loans, respectively, are subject to a LIBOR ~~floor.~~or SOFR floor, as applicable.

In addition to ~~its~~Terra Property Trust’s net loan portfolio, as of June 30, ~~2021~~2022, Terra Property Trust owned a multi-tenant office building acquired pursuant to a foreclosure and as of December 31, ~~2020,~~2021, Terra Property Trust owned 4.9 acres of adjacent land acquired pursuant to a deed in lieu of foreclosure and athe multi-tenant office ~~building acquired pursuant to a foreclosure.~~building. The adjacent land ~~and building~~was sold in the second quarter of 2022. The real estate and related lease intangible assets and liabilities had a net carrying value of ~~$61.3~~$43.2 million and ~~$62.9~~$56.1 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The mortgage loan payable encumbering the office building had an outstanding principal amount of ~~$40.4~~$31.5 million and ~~$44.0~~$32.0 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Additionally, as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Terra Property Trust owned ~~71.1%~~36.6% and ~~90.3%~~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, Terra Property Trust purchased equity interests in three joint ventures. As of June 30, ~~2021~~2022 and December 31, ~~2020, the~~2021, these equity ~~interest~~interests had atotal carrying value of ~~$53.1~~$91.9 million and ~~$36.3~~$69.7 million, respectively.

Portfolio Investment Activity

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, Terra Property Trust invested ~~$13.8~~$0.3 million and ~~$4.1~~$13.8 million in new and add-on investments and had ~~$6.4~~$10.6 million and ~~$10.9~~$6.4 million of repayments, resulting in net ~~investments~~repayments of ~~$7.4~~$10.9 million and net ~~repayments~~investments of ~~$6.8~~$7.4 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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, Terra Property Trust invested ~~$29.3~~$25.7 million and ~~$16.8~~$29.3 million in new and add-on investments and had ~~$31.3~~$11.9 million and ~~$20.9~~$31.3 million of repayments, resulting in net ~~repayments~~investments of ~~$2.0~~$13.7 million and net ~~investments~~repayments of ~~$4.2~~$2.0 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.

In addition, in March 2020, Terra Property Trust issued 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 that it owned, cash of $25.5 million and other working capital. In connection with the transactions, the related participation obligations were settled.

Portfolio Information

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


		June 30, 2021								December 31, 2020									June 30, 2022								December 31, 2021
Loan Structure		Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
Investment Structure																		Investment Structure	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
First mortgages	First mortgages	$	223,492,644	$	224,956,670	$	224,591,414	50.0	%	$	209,660,270	$	210,694,778	$	210,517,299	47.9	%	First mortgages	$	371,487,931	$	374,509,924	$	371,849,919	61.5	%	$	310,933,350	$	313,515,326	$	312,735,452	58.3	%
Preferred equity investments	Preferred equity investments	77,599,715		77,826,103		74,228,199		16.5	%	101,019,788		101,267,732		97,472,723		22.2	%	Preferred equity investments	64,546,225		64,633,564		50,544,298		8.4	%	63,441,546		63,515,633		49,187,299		9.2	%
Mezzanine loans	Mezzanine loans	19,994,815		20,263,269		18,920,726		4.2	%	23,946,549		24,287,203		23,686,933		5.4	%	Mezzanine loans	14,444,357		14,479,324		14,083,708		2.3	%	17,444,357		17,622,804		17,518,902		3.3	%
Credit facility																		Credit facility	11,762,500		11,866,205		11,866,206		2.0	%	11,762,500		11,859,876		11,859,877		2.2	%
Allowance for loan losses	Allowance for loan losses	—		(4,587,839)		—		—	%	—		(3,738,758)		—		—	%	Allowance for loan losses	—		(13,734,410)		—		—	%	—		(13,658,481)		—		—	%
Total loan investments	Total loan investments	$	321,087,174	318,458,203		317,740,339		70.7	%	$	334,626,607	332,510,955		331,676,955		75.5	%	Total loan investments	$	462,241,013	451,754,607		448,344,131		74.2	%	$	403,581,753	392,855,158		391,301,530		73.0	%
Marketable securities	Marketable securities			7,655,154		8,000,914		1.8	%			1,176,006		1,287,500		0.3	%	Marketable securities			—		—		—	%			1,176,006		1,310,000		0.2	%
Real estate owned	Real estate owned			61,300,000		70,717,229		15.8	%			63,385,339		70,717,229		16.1	%	Real estate owned			43,188,308		65,043,111		10.8	%			56,067,129		75,043,111		14.0	%
Equity investment in a limited partnership				53,063,823		52,506,689		11.7	%			36,385,339		35,678,585		8.1	%
Equity investment in unconsolidated Investments																		Equity investment in unconsolidated Investments			91,896,673		91,184,554		15.0	%			69,713,793		68,898,535		12.8	%
Total	Total			$	440,477,180	$	448,965,171	100.0	%			$	433,457,639	$	439,360,269	100.0	%	Total			$	586,839,588	$	604,571,796	100.0	%			$	519,812,086	$	536,553,176	100.0	%


		June 30, 2021								December 31, 2020									June 30, 2022								December 31, 2021
Property Type	Property Type	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total		Property Type	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
Office	Office	$	154,322,201	$	154,934,527	$	153,492,186	34.1	%	$	145,560,299	$	146,010,011	$	144,654,237	32.9	%	Office	$	174,270,882	$	175,013,413	$	171,609,217	28.4	%	$	166,071,342	$	166,836,320	$	163,723,036	30.6	%
Multifamily	Multifamily	80,045,747		80,665,972		80,966,880		18.0	%	103,057,678		103,678,464		103,502,170		23.5	%	Multifamily	121,124,444		122,290,385		122,111,481		20.2	%	72,999,417		73,955,240		74,017,225		13.9	%
Industrial																		Industrial	49,415,498		49,400,743		49,326,345		8.2	%	18,762,500		18,859,876		18,841,978		3.5	%
Hotel - full/select service	Hotel - full/select service	47,112,521		47,544,871		46,285,288		10.3	%	49,142,809		49,393,251		49,052,148		11.2	%	Hotel - full/select service	43,222,382		43,722,443		42,411,267		7.0	%	56,847,381		57,395,682		57,565,411		10.7	%
Mixed use	Mixed use	16,567,853		16,567,853		13,817,239		3.1	%	16,767,984		16,767,984		14,314,585		3.3	%	Mixed use	29,212,391		29,268,113		16,355,787		2.7	%	28,940,658		28,977,024		16,069,378		3.0	%
Student housing																		Student housing	28,000,000		28,633,217		28,864,356		4.8	%	31,000,000		31,565,670		31,911,158		5.9	%
Infill land	Infill land	13,038,852		13,157,959		13,157,213		2.9	%	5,847,837		5,901,575		5,864,339		1.3	%	Infill land	16,995,416		17,160,703		17,665,678		2.9	%	28,960,455		28,923,827		29,173,344		5.4	%
Industrial		7,000,000		7,000,000		6,973,264		1.6	%	7,000,000		7,000,000		7,007,397		1.6	%
Student housing		3,000,000		3,174,860		3,048,269		0.7	%	3,000,000		3,204,375		2,988,110		0.7	%
Hotel - extended stay		—		—		—		—	%	4,250,000		4,294,053		4,293,969		1.0	%
Allowance for loan losses	Allowance for loan losses	—		(4,587,839)		—		—	%	—		(3,738,758)		—		—	%	Allowance for loan losses	—		(13,734,410)		—		—	%	—		(13,658,481)		—		—	%
Total loan investments	Total loan investments	$	321,087,174	318,458,203		317,740,339		70.7	%	$	334,626,607	332,510,955		331,676,955		75.5	%	Total loan investments	$	462,241,013	451,754,607		448,344,131		74.2	%	$	403,581,753	392,855,158		391,301,530		73.0	%
Marketable securities	Marketable securities			7,655,154		8,000,914		1.8	%			1,176,006		$	1,287,500	0.3	%	Marketable securities			—		—		—	%			1,176,006		1,310,000		0.2	%
Real estate owned	Real estate owned			61,300,000		70,717,229		15.8	%			63,385,339		70,717,229		16.1	%	Real estate owned			43,188,308		65,043,111		10.8	%			56,067,129		75,043,111		14.0	%
Equity investment in a limited partnership				53,063,823		52,506,689		11.7	%			36,385,339		35,678,585		8.1	%
Equity investment in unconsolidated Investments																		Equity investment in unconsolidated Investments			91,896,673		91,184,554		15.0	%			69,713,793		68,898,535		12.8	%
Total	Total			$	440,477,180	$	448,965,171	100.0	%			$	433,457,639	$	439,360,269	100.0	%	Total			$	586,839,588	$	604,571,796	100.0	%			$	519,812,086	$	536,553,176	100.0	%


		June 30, 2021									December 31, 2020									June 30, 2022								December 31, 2021
Geographic Location	Geographic Location	Principal Balance		Amortized Cost		Fair Value		% of Total			Principal Balance		Amortized Cost		Fair Value		% of Total		Geographic Location	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
United States	United States																		United States
California	California	$	118,591,437	$	119,497,757	$	119,833,358	26.6	%		$	143,454,602	$	144,066,584	$	143,989,756	32.9	%	California	$	193,209,113	$	195,159,894	$	193,260,646	31.9	%	$	187,209,547	$	189,082,380	$	189,447,577	35.3	%
New York																			New York	64,546,225		64,633,564		50,544,298		8.4	%	63,441,546		63,515,633		49,187,299		9.1	%
Georgia	Georgia	75,167,030		75,556,746		74,829,627		16.6	%		74,116,787		74,505,752		74,411,107		16.9	%	Georgia	55,449,700		55,707,130		54,297,060		9.0	%	53,289,288		53,536,884		52,031,363		9.7	%
New York		59,099,715		59,173,849		55,523,040		12.4	%		56,058,669		56,139,234		52,378,785		11.9	%
Washington																			Washington	46,667,704		46,831,846		46,949,667		7.8	%	3,523,401		3,382,683		3,553,330		0.7	%
New Jersey																			New Jersey	38,745,970		38,777,861		39,578,558		6.5	%	—		—		—		—	%
North Carolina	North Carolina	30,838,852		31,020,924		31,046,440		6.9	%		28,647,837		28,802,869		28,734,218		6.5	%	North Carolina	28,622,301		28,745,505		28,245,162		4.7	%	44,492,971		44,704,699		44,453,133		8.3	%
Washington		18,500,000		18,652,254		18,705,159		4.2	%		18,500,000		18,643,699		18,634,464		4.2	%
Utah																			Utah	28,000,000		28,633,217		28,864,356		4.8	%	28,000,000		28,420,056		28,851,547		5.4	%
Massachusetts	Massachusetts	7,000,000		7,000,000		6,973,264		1.6	%		7,000,000		7,000,000		7,007,397		1.6	%	Massachusetts	7,000,000		7,000,000		6,604,384		1.1	%	7,000,000		7,000,000		6,982,101		1.3	%
Pennsylvania		5,000,000		5,042,987		5,042,987		1.1	%
Texas	Texas	3,890,140		3,926,665		2,738,195		0.6	%		3,848,712		3,887,200		3,533,118		0.8	%	Texas	—		—		—		—	%	13,625,000		13,725,690		13,735,569		2.6	%
South Carolina	South Carolina	3,000,000		3,174,860		3,048,269		0.7	%		3,000,000		3,204,375		2,988,110		0.7	%	South Carolina	—		—		—		—	%	3,000,000		3,145,614		3,059,611		0.6	%
Allowance for loan losses	Allowance for loan losses	—		(4,587,839)		—		—	%		—		(3,738,758)		—		—	%	Allowance for loan losses	—		(13,734,410)		—		—	%	—		(13,658,481)		—		—	%
Total loan investments	Total loan investments	$	321,087,174	318,458,203		317,740,339		70.7	%		$	334,626,607	332,510,955		331,676,955		75.5	%	Total loan investments	$	462,241,013	451,754,607		448,344,131		74.2	%	$	403,581,753	392,855,158		391,301,530		73.0	%
Marketable securities	Marketable securities			7,655,154		8,000,914		1.8	%				1,176,006		1,287,500		0.3	%	Marketable securities			—		—		—	%			1,176,006		1,310,000		0.2	%
Real estate owned	Real estate owned			61,300,000		70,717,229		15.8	%				63,385,339		70,717,229		16.1	%	Real estate owned			43,188,308		65,043,111		10.8	%			56,067,129		75,043,111		14.0	%
Equity investment in a limited partnership				53,063,823		52,506,689		11.7	%				36,385,339		35,678,585		8.1	%
Equity investment in unconsolidated Investments																			Equity investment in unconsolidated Investments			91,896,673		91,184,554		15.0	%			69,713,793		68,898,535		12.8	%
Total	Total			$	440,477,180	$	448,965,171	100.0	%	1			$	433,457,639	$	439,360,269	100.0	%	Total			$	586,839,588	$	604,571,796	100.0	%			$	519,812,086	$	536,553,176	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 generated by Terra Property Trust 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 of Terra Property Trust 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.

Market Risk

Terra Property Trust’s loans are highly illiquid, and there is no assurance that it will achieve its investment objectives, including targeted returns. Due to the illiquidity of the loans, valuation of Terra Property Trust’s loans may be difficult, as there generally will be no established markets for these loans.

Credit Risk

Credit risk represents the potential loss that Terra Property Trust would incur if the borrowers failed to perform pursuant to the terms of their obligations to Terra Property Trust. Terra Property Trust manages exposure to credit risk by limiting exposure to any one individual borrower and any one asset class. Additionally, Terra Property Trust employs an asset management approach and monitors the portfolio of loans through, at a minimum, quarterly financial review of property performance including net operating income, loan-to-value ratio, debt service coverage ratio, and the debt yield. Terra Property Trust 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.

The performance and value of Terra Property Trust’s loans depend 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, Terra Property Trust may not recover all of its investments.

In addition, Terra Property Trust is 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 its control. Terra Property Trust seeks to manage these risks through its 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. These negative conditions may persist into the future and impair Terra Property Trust’s borrowers’ ability to pay principal and interest due to Terra Property Trust under its loan agreements.

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

Concentration Risk

Terra Property Trust holds real estate-related loans. Thus, its 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 Terra Property Trust’s capital.

Liquidity Risk

Liquidity risk represents the possibility that we may not be able to sell, directly or indirectly, our equity interest in Terra Property Trust or Terra JV at a reasonable price in times of low trading volume, high volatility and financial stress.

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 Terra Property Trust’s 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 Terra Property Trust’s investments, prepayments on real estate-related loans to ~~slow,~~slow; and (v) to the extent we enter into interest rate swap agreements as part of Terra Property Trust’s 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 Terra Property Trust’s investments, prepayments on real estate-related loans to ~~increase,~~increase; and (v) to the extent Terra Property Trust enters into interest rate swap agreements as part of its hedging strategy, the value of these agreements to decrease.

Prepayment Risk

Prepayments can either positively or adversely affect the yields on Terra Property Trust’s 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 Terra Property Trust does 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, Terra Property Trust 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 Terra Property Trust may fail to recoup fully its cost of acquisition of certain loans.

Extension Risk

Extension risk is the risk that Terra Property Trust’s assets will be repaid at a slower rate than anticipated and generally increases when interest rates rise. In which case, to the extent Terra Property Trust has financed the acquisition of an asset, Terra Property Trust may have to finance its 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 its net interest spread, and thus its 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~~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 Terra Property Trust to suffer losses. Market volatility has been particularly heightened due to the COVID-19 global pandemic. COVID-19 has disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including limited lending from financial institutions, depressed asset values, and limited market liquidity.

Use of Leverage

Terra Property Trust deploys moderate amounts of leverage as part of its 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.

Results of Operations

The following table presents the comparative results of our operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,		Six Months Ended June 30,
		2021		2020		Change		2021		2020		Change			2022			2021		Change		2022		2021		Change
Investment income	Investment income													Investment income
Dividend income	Dividend income	$	—	$	681,685	$	(681,685)	$	1,126,895	$	1,946,123	$	(819,228)	Dividend income	$	756,984		$	—	$	756,984	$	1,515,094	$	1,126,895	$	388,199
Other operating income	Other operating income	13		34		(21)		33		178		(145)		Other operating income	15			13		$	2	26		33		(7)
Total investment income	Total investment income	13		681,719		(681,706)		1,126,928		1,946,301		(819,373)		Total investment income	756,999			13		756,986		1,515,120		1,126,928		388,192
Operating expenses	Operating expenses													Operating expenses
Professional fees	Professional fees	110,845		161,100		(50,255)		230,980		335,199		(104,219)		Professional fees	133,139			110,845		22,294		260,199		230,980		29,219
Other	Other	1,355		1,295		60		1,740		2,744		(1,004)		Other	1,527			1,355		172		2,919		1,740		1,179
Total operating expenses	Total operating expenses	112,200		162,395		(50,195)		232,720		337,943		(105,223)		Total operating expenses	134,666			112,200		22,466		263,118		232,720		30,398
Net investment (loss) income		(112,187)		519,324		(631,511)		894,208		1,608,358		(714,150)
Net change in unrealized (depreciation) appreciation on investment		(1,737,815)		2,813,973		(4,551,788)		(1,245,349)		527,675		(1,773,024)
Net (decrease) increase in members’ capital resulting from operations		$	(1,850,002)	$	3,333,297	$	(5,183,299)	$	(351,141)	$	2,136,033	$	(2,487,174)
Net investment income (loss)														Net investment income (loss)	622,333			(112,187)		734,520		1,252,002		894,208		357,794
Net change in unrealized appreciation (depreciation) on investment														Net change in unrealized appreciation (depreciation) on investment	3,572,487			(1,737,815)		5,310,302		4,591,009		(1,245,349)		5,836,358
Net increase (decrease) in members’ capital resulting from operations														Net increase (decrease) in members’ capital resulting from operations	$	4,194,820		$	(1,850,002)	$	6,044,822	$	5,843,011	$	(351,141)	$	6,194,152

Dividend Income

Dividend income associated with our indirect ownership of Terra Property Trust primarily represents our proportionate share of Terra Property Trust’s net income or loss for the period. Any excess of distributions received from Terra Property Trust over its net income is recorded as return of capital. As of both June 30, ~~2021~~2022 and ~~December 31, 2020,~~2021, we indirectly beneficially owned 76.5% through Terra JV of the outstanding shares of common stock of Terra Property Trust.

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we received distributions of ~~$3.4~~$2.9 million and $3.4 million, or ~~$0.23~~$0.19 and $0.23 per share, from Terra Property Trust, of which ~~none~~$0.8 million and ~~$0.7~~$0.0 million was recorded as dividend income and $2.1 million and $3.4 million ~~and $2.7 million was recorded as return~~were returns of capital, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we received distributions of $5.9 million and $6.4 million, or $0.39 and ~~$11.2 million, or~~ $0.43 ~~and $0.76~~ per share, from Terra Property Trust, of which ~~$1.1~~$1.5 million and ~~$1.9~~$1.1 million was recorded as dividend income and ~~$5.2~~$4.3 million and ~~$9.3~~$5.2 million was recorded as return of capital, respectively.

For thethree months ended June 30, 2022, Terra Property Trust recorded net income of $1.3 million, compared to net loss of $0.1 million recorded in the same period in 2021, primarily due to an increase in net contractual interest income of $1.2 million resulting from an increase in the weighted average outstanding principal balance on net loans and prepayment fee income of $1.2 million received in the second quarter of 2022 on the early repayment of two loans (there was no prepayment fee income in the prior year period), partially offset by an increase of $0.7 million in fees paid and operating expenses reimbursed to Terra Property Trust’s manager resulting from an increase in Terra Property Trust’s total assets under management, and an increase of $0.5 million in professional fees resulting from legal fees incurred in connection with a ground rent dispute related to an office building.

For the six months ended June 30, ~~2021~~2022 as compared to the same ~~periods~~period in ~~2020,~~2021, Terra Property Trust’s net income decreased by ~~$2.8~~$0.8 million, ~~and $1.9 million, respectively,~~ primarily due ~~a decrease~~to an increase of $1.7 million in fees paid and operating expenses reimbursed to Terra Property Trust’s manager resulting from an increase in Terra Property Trust’s total assets under management, an impairment charge of $1.6 million recorded in the first quarter of 2022 on the 4.9 acres of adjacent land that was sold in June 2022 to reduce the carrying value of the land to its estimated selling price (there was no impairment charge for the prior year period), partially offset by an increase in net contractual interest income of ~~$2.0~~$1.3 million ~~and $3.1 million, respectively,~~ resulting from ~~a decrease~~an increase in ~~weighed~~the weighted average outstanding principal balance on net loans ~~as well as a decrease in weighted average coupon rate on net loans, Terra Property Trust realized gains~~and prepayment fee income of ~~$1.1~~$1.2 million and $1.1 million on sale of marketable securities in the prior year periods, respectively (there were no such gains recognized in the current year periods), and an increase in net operating loss on real estate property of $0.5 million and $0.8 million, respectively, resulting from the ground rent reset. These decreases in net income were partially offset by equity income from a limited partnership of $1.4 million and $2.7 million recognized in the current year periods, respectively (there was no such equity income in the prior year periods) and an increase in provision for loan losses of $0.4 million and a decrease in provision for loan losses of $0.5 million, respectively.described above.

Net Loan Portfolio

In assessing the performance of Terra Property Trust’s loans, we believe it is appropriate to evaluate the loans on an economic basis, that is, gross loans net of obligations under participation agreements and secured borrowing, term loan payable, revolving line of credit and repurchase agreement payable.

The following tables present a reconciliation of Terra Property Trust’s loan portfolio from a gross basis to a net basis for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended June 30, 2021				Three Months Ended June 30, 2020					Three Months Ended June 30, 2022				Three Months Ended June 30, 2021
		Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)		Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)			Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)		Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)
Total portfolio	Total portfolio									Total portfolio
Gross loans	Gross loans	$	425,407,786	8.5	%	$	403,107,647	9.3	%	Gross loans	$	557,341,571	8.4	%	$	425,407,786	8.5	%
Obligations under participation agreements and secured borrowing	Obligations under participation agreements and secured borrowing	(112,631,277)		10.6	%	(73,120,692)		10.9	%	Obligations under participation agreements and secured borrowing	(85,476,509)		10.5	%	(112,631,277)		10.6	%
Repurchase agreement payable	Repurchase agreement payable	—		—	%	(94,768,307)		3.8	%	Repurchase agreement payable	(186,274,094)		3.5	%	—		—	%
Term loan payable	Term loan payable	(106,775,203)		5.3	%	—		—	%	Term loan payable	—		—	%	(106,775,203)		5.3	%
Revolving line of credit	Revolving line of credit	(8,383,662)		4.0	%	—		—	%	Revolving line of credit	(61,522,134)		4.0	%	(8,383,662)		4.0	%
Net loans (3)	Net loans (3)	$	197,617,644	9.3	%	$	235,218,648	11.0	%	Net loans (3)	$	224,068,834	13.0	%	$	197,617,644	9.3	%
Senior loans	Senior loans									Senior loans
Gross loans	Gross loans	264,362,137		6.5	%	212,859,783		6.7	%	Gross loans	417,597,220		7.2	%	264,362,137		6.5	%
Obligations under participation agreements and secured borrowing	Obligations under participation agreements and secured borrowing	(51,663,536)		8.5	%	(27,807,684)		9.1	%	Obligations under participation agreements and secured borrowing	(37,883,729)		8.1	%	(51,663,536)		8.5	%
Repurchase agreement payable	Repurchase agreement payable	—		—	%	(94,768,307)		3.8	%	Repurchase agreement payable	(186,274,094)		3.5	%	—		—	%
Term loan payable	Term loan payable	(106,775,203)		5.3	%	—		—	%	Term loan payable	—		—	%	(106,775,203)		5.3	%
Revolving line of credit	Revolving line of credit	(8,383,662)		4.0	%	—		—	%	Revolving line of credit	(61,522,134)		4.0	%	(8,383,662)		4.0	%
Net loans (3)	Net loans (3)	$	97,539,736	7.0	%	$	90,283,792	9.1	%	Net loans (3)	$	131,917,263	13.5	%	$	97,539,736	7.0	%
Subordinated loans (4)	Subordinated loans (4)									Subordinated loans (4)
Gross loans	Gross loans	161,045,649		12.0	%	190,247,864		12.2	%	Gross loans	139,744,351		12.3	%	161,045,649		12.0	%
Obligations under participation agreements	Obligations under participation agreements	(60,967,741)		12.6	%	(45,313,008)		12.0	%	Obligations under participation agreements	(47,592,780)		12.5	%	(60,967,741)		12.6	%
Net loans (3)	Net loans (3)	$	100,077,908	11.6	%	$	144,934,856	12.2	%	Net loans (3)	$	92,151,571	12.2	%	$	100,077,908	11.6	%

Six Months Ended June 30, 2021 Six Months Ended June 30, 2020
Weighted Average Principal Amount (1)
Weighted Average Coupon Rate (2)
Weighted Average Principal Amount (1)
Weighted Average Coupon Rate (2)
Total portfolio
Gross loans $ 417,362,153 8.5 % $ 395,636,304 9.4 %
Obligations under participation agreements
and secured borrowing (100,798,932) 10.4 % (81,213,576) 11.5 %
Repurchase agreement payable — — % (94,617,024) 3.9 %
Term loan payable (107,441,217) 5.3 % — — %
Revolving line of credit (5,102,351) 4.0 %
Net loans (3)
$ 204,019,653 9.4 % $ 219,805,704 11.0 %
Senior loans
Gross loans 259,783,669 6.4 % 201,392,405 6.7 %
Obligations under participation agreements
and secured borrowing (48,600,589) 8.6 % (23,368,896) 9.7 %
Repurchase agreement payable — — % (94,617,024) 3.8 %
Term loan payable (107,441,217) 5.3 % — — %
Revolving line of credit (5,102,351) 4.0 % — — %
Net loans (3)
$ 98,639,512 6.6 % $ 83,406,485 9.2 %
Subordinated loans (4)
Gross loans 157,578,484 11.9 % 194,243,899 12.2 %
Obligations under participation agreements (52,198,343) 12.2 % (57,844,680) 12.2 %
Net loans (3)
$ 105,380,141 11.8 % $ 136,399,219 12.2 %

~~_______________~~


	Six Months Ended June 30, 2022				Six Months Ended June 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	$	531,915,282	8.4	%	$	417,362,153	8.5	%
Obligations under participation agreements and secured borrowing	(82,267,911)		10.5	%	(100,798,932)		10.4	%
Repurchase agreement payable	(144,128,510)		3.5	%	—		—	%
Term loan payable	(20,836,327)		5.3	%	(107,441,217)		5.3	%
Revolving line of credit	(53,252,643)		5.0	%	(5,102,351)		4.0	%
Net loans (3)	$	231,429,891	11.8	%	$	204,019,653	9.4	%
Senior loans
Gross loans	394,099,125		7.1	%	259,783,669		6.4	%
Obligations under participation agreements and secured borrowing	(37,026,717)		8.1	%	(48,600,589)		8.6	%
Repurchase agreement payable	(144,128,510)		3.5	%	—		—	%
Term loan payable	(20,836,327)		5.3	%	(107,441,217)		5.3	%
Revolving line of credit	(53,252,643)		5.0	%	(5,102,351)		4.0	%
Net loans (3)	$	138,854,928	11.7	%	$	98,639,512	6.6	%
Subordinated loans (4)
Gross loans	137,816,157		12.3	%	157,578,484		11.9	%
Obligations under participation agreements	(45,241,194)		12.4	%	(52,198,343)		12.2	%
Net loans (3)	$	92,574,963	12.3	%	$	105,380,141	11.8	%

_______________

(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.

For the three and six months ended June 30, 2021 as compared to the same period in 2020, the decrease in weighted average coupon rate was primarily due to a higher volume of loan originations with lower coupon rates.

~~Professional Fees~~

~~For both the three and six months ended June 30, 2021 as compared to the same periods in 2020, professional fees decreased by $0.1 million as a result of a decrease in the cost of compliance.~~

Net Change in Unrealized ~~(Depreciation)~~ Appreciation (depreciation) on Investment

Net change in unrealized appreciation or depreciation on investment reflects the change in Terra Property Trust’s fair value during the reporting period. There may be fluctuations in unrealized gains and losses of the underlying portfolio as loans within the portfolio approach their respective maturity dates. In addition, the unrealized gains or losses in the portfolio may fluctuate over time due to changes in the market yields.

For the three and six months ended June 30, 2022, we recorded an increase in net change in unrealized appreciation on investment of $3.6 million and $4.6 million, respectively, primarily due to a decrease in the trading price of Terra Property Trust’s unsecured notes payable, partially offset by a decrease in the fair value of Terra Property Trust’s investments resulting from increases in the underlying discount rates due to the macro-economic conditions. For the three and six months ended June 30, 2021, we recorded ~~a decrease~~an increase in net change in unrealized ~~appreciation~~depreciation on investment of $1.7 million and $1.2 million, respectively, as a result of the commissions and fees Terra Property Trust incurred in connection with the issuance of the unsecured notes payable, which reduced the carrying value of the notes. For the three and six months ended June 30, 2020, we recorded an increase in unrealized appreciation on investment of $2.8 million and $0.5 million, respectively, reflecting an increase in dividends classified as return of capital, which reduced the cost basis of our investment in Terra Property Trust and/or Terra JV, as applicable. As of June 30, 2020, the fair value of Terra Property Trust’s loans and debt was substantially at par.

Net Increase (Decrease) ~~Increase~~ in Members’ Capital Resulting from Operations

For the three and six months ended June 30, ~~2021,~~2022, the resulting net increase in members’ capital resulting from operations was $4.2 million and $5.8 million, respectively, compared to the resulting net decrease in ~~members’~~members’ capital resulting from operations was $1.9 million ~~compared to the net increase in members’ capital resulting from operations of $3.3~~and $0.4 million for the ~~same period~~periods in ~~2020. For the six months ended June 30,~~ 2021, ~~as compared to the same period in 2020, the net increase in members’capital resulting from operations decreased by $2.5 million.~~respectively.

Financial Condition, Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including funding and maintaining our assets and operations, making distributions to our members and other general business needs. Our primary cash requirements for the next twelve months are making the discretionary recurring distributions to our members. We expect to use cash distributions received from Terra Property Trust to meet such cash requirements. Distributions are made at the discretion of Terra Property Trust’s board of directors and will depend upon, among other things, its actual results of operations and liquidity.

A total of ~~$109.3~~$30.3 million of Terra Property Trust’s obligations under participation agreements and $38.2 million of secured borrowing will mature in the next twelve months, and Terra Property Trust expects to use the proceeds from the repayment of the corresponding investments to repay the participation obligations. Additionally, Terra Property Trust expects to fund approximately ~~$47.1~~$77.8 million of the unfunded commitments to borrowers during the next twelve months. Terra Property Trust expects to maintain sufficient cash on hand to fund such commitments through matching these commitments with principal repayments on outstanding ~~loans.~~loans or draw downs on its credit facilities. Additionally, Terra Property Trust had ~~$40.4~~$31.5 million of borrowings outstanding under a mortgage loan payable that ~~bear~~bears 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 September 27, 2022. Terra Property Trust expects to refinance the mortgage loan payable by the time it matures. Terra Property Trust may also issue additional equity, equity-related and debt securities to fund its investment strategies. Terra Property Trust may issue these securities to unaffiliated third parties or to vehicles advised by affiliates of Terra Capital Partners or third parties. As part of its capital raising transactions, Terra Property Trust may grant to one or more of these vehicles certain control rights over its activities including rights to approve major decisions it takes as part of its business.

~~On September 3, 2020,~~Summary of Financing

The table below summarizes Terra Property Trust entered into an indenture and credit agreement that provides for a floating rate term loan of $103.0 million, $3.6 million of additional future advances, and may provide up to $11.6 million of additional future discretionary advances, in connection with certain outstanding funding commitments under mortgage assets owned by Terra Property Trust and financed under the indenture and credit agreement. The floating rate loan bears interest at a rate equal to LIBOR plus 4.25% with a LIBOR floor of 1.0%, and matures on March 14, 2025. AsTrust’s debt financing as of June 30, ~~2021, the amount outstanding under the indenture and credit agreement was $107.0 million.~~

On March 12, 2021, Terra Property Trust 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. 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 matures on March 12, 2023 with an annual 12-month extension available at the Company’s option, which are subject to certain conditions. As of June 30, 2021, the Revolving Line of Credit had an outstanding balance of $9.2 million.2022:

In June 2021, Terra Property Trust issued $85.1 million in aggregate principal amount of its 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 Terra Property Trust. Terra Property Trust expects to use the net proceeds from the notes issuance to make new investments as well as for general corporate purposes.


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		$	31,549,627	N/A		LIBOR plus 3.85% with a LIBOR floor of 2.23%	9/27/2022
Line of credit	$	125,000,000	48,825,066		$	76,174,934	LIBOR plus 3.25% with a combined floor of 4.0%	3/12/2024
UBS repurchase agreement	195,000,000		74,309,600		120,690,400		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		118,349,549		81,650,451		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	$	273,033,842	$	278,515,785

Cash Flows Provided by Operating Activities

~~2021~~2022 — For the six months ended June 30, 2022, cash flows provided by operating activities were $5.7 million, primarily due to $5.9 million of dividends received from Terra JV, of which $4.3 million was recorded as a return of capital.

2021—For the six months ended June 30, 2021, cash flows provided by operating activities were $6.2 million, primarily due to $6.4 million of dividends received from Terra JV, of which $5.2 million was recorded as a return of capital.

~~2020~~— For the six months ended June 30, 2020, cash flows provided by operating activities were $10.8 million, primarily due to $11.2 million of dividends received from Terra Property Trust, of which $9.3 million was recorded as a return of capital.

Cash Flows used in Financing Activities

2022 — For the six months ended June 30, 2022, cash flows used in financing activities were $6.2 million, primarily related to distributions paid to members of $5.8 million and payment for capital redemptions of $0.4 million.

2021— For the six months ended June 30, 2021, cash flows used in financing activities ~~were~~was $6.0 ~~million primarily related to distributions paid to members.~~

~~2020~~— ~~For the six months ended June 30, 2020, cash flows used in financing activities was $10.5~~ million, primarily related to distributions paid to members.

Critical Accounting Policies and Use of Estimates

Our 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 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 financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the 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 financial statements in addition to those discussed below.

Fair Value Measurements

The fair value of our investment is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active

markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Our investment was recorded at fair value on our statements of assets and liabilities and were categorized based on the inputs valuation techniques as follows:

•Level 1. Quoted prices for identical assets or liabilities in an active market.

•Level 2. Financial assets and liabilities whose values are based on the following:

◦Quoted prices for similar assets or liabilities in active markets.

◦Quoted prices for identical or similar assets or liabilities in non-active markets.

◦Pricing models whose inputs are observable for substantially the full term of the asset or liability.

◦Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially full term of the asset or liability.

•Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement.

Unobservable inputs reflect our assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.

Any changes to the valuation methodology will be reviewed by management to ensure the changes are appropriate. As markets and products develop and the pricing for certain products becomes more transparent, we will continue to refine our valuation methodologies. The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we anticipate that our valuation methods will be appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. We will use inputs that are current as of the measurement date, which may include periods of market dislocation, during which price transparency may be reduced.

~~Income Taxes~~

No provision for U.S. federal and state income taxes has been made in the accompanying financial statements, as individual members are responsible for their proportionate share of our taxable income. We, however, may be liable for New York City Unincorporated Business Tax (the “NYC UBT”) and similar taxes of various other municipalities. New York City imposes the NYC UBT at a statutory rate of 4% on net income generated from ordinary business activities carried on in New York City. For the three and six months ended June 30, 2021 and 2020, none of our income was subject to the NYC UBT.

~~We did not have any uncertain tax positions that met the recognition or measurement criteria of Accounting Standards Codification 740-10-25,~~ ~~Income Taxes~~, nor did we have any unrecognized tax benefits as of the periods presented herein. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our statements of operations. For the three and six months ended June 30, 2021 and 2020, we did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. Our 2015-2019 federal tax years remain subject to examination by the Internal Revenue Service.

~~Contractual Obligations of Terra Property Trust~~

~~The following table provides a summary of Terra Property Trust’s contractual obligations at June 30, 2021:~~

Total Less than
1 year 1-3 years 3-5 years More than 5 years
Obligations under participation
agreements — principal (1)
$ 114,329,732 $ 109,329,732 $ 5,000,000 $ — $ —
Secured borrowing — principal (1)
25,850,983 — 25,850,983 — —
Mortgage loan payable — principal (2)
40,401,127 813,792 39,587,335 — —
Term loan payable — principal (3)
107,016,023 — 58,654,490 48,361,533 —
Unsecured notes payable — principal (4)
85,125,000 — — 85,125,000 —
Revolving Line of Credit payable —
principal (5)
9,213,759 — 9,213,759 — —
Interest on borrowings (6)
62,778,748 27,214,521 23,457,756 12,106,471 —
Unfunded lending commitments (7)
47,978,818 47,106,772 872,046 — —
Ground lease commitment (8)
135,741,375 2,079,000 4,158,000 4,158,000 125,346,375
$ 628,435,565 $ 186,543,817 $ 166,794,369 $ 149,751,004 $ 125,346,375

~~___________________________~~

~~(1)~~In the normal course of business, Terra Property Trust enters into participation agreements with related parties, and to a lesser extent, unrelated parties, whereby Terra Property Trust transfers a portion of the loans to them. Additionally, Terra Property Trust may sell a portion of a loan to a third-party. These loan participations and sale do not qualify for sale treatment. As such, the loans remain on Terra Property Trust’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements or secured borrowing, as applicable. Similarly, interest earned on the entire loan balance is recorded within “Interest income” and the interest related to the participation interest or sold interest is recorded within “Interest expense on obligations under participation agreements” or “Interest expense on secured borrowing”, as applicable, in the consolidated statements of operations. Terra Property Trust has no direct liability to a participant under its participation agreements with respect to the underlying loan, and the participants’ share of the loan is repayable only from the proceeds received from the related borrower/issuer of the loans.

~~(2)Amount excludes unamortized origination and exit fees of $0.2 million.~~

~~(3)Amount excludes unamortized deferred financing costs of $2.1 million.~~

~~(4)Amount excludes unamortized debt insurance costs of $3.5 million.~~

~~(5)Amount excludes unamortized deferred financing costs of $0.5 million.~~

~~(6)Interest was calculated using the applicable annual variable interest rate and balance outstanding at June 30, 2021. Amount represents interest expense through maturity plus exit fee as applicable.~~

~~(7)~~Certain of Terra Property Trust’s loans provide for a commitment to fund the borrower at a future date. As of June 30, 2021, Terra Property Trust had seven of such loans with total funding commitments of $256.7 million, of which $208.7 million had been funded.

~~(8)Represents rental obligation under the ground lease, inclusive of imputed interest, for Terra Property Trust’s office building that it acquired through foreclosure.~~

Management Agreement with Terra REIT Advisors

Terra Property Trust currently pays the following fees to Terra REIT Advisors pursuant to a management agreement:

Origination and Extension Fee. An origination fee in the amount of 1.0% of the amount used to originate, acquire, fund, acquire 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, Terra REIT Advisors also receives an extension 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 Terra Property Trust.

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 Terra Property Trust (inclusive of closing costs and expenses).

Disposition Fee. A disposition fee in the amount of 1.0% of the gross sale price received by Terra Property Trust 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 Terra Property Trust takes ownership of a property as a result of a workout or foreclosure of a loan, Terra Property Trust 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 Terra Property Trust 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, Terra REIT Advisors 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 Terra REIT Advisors with respect to its evaluation and pursuit of such transactions.

In addition to the fees described above, Terra Property Trust reimburses Terra REIT Advisors for operating expenses incurred in connection with services provided to the operations of Terra Property Trust, including Terra Property Trust’s allocable share of Terra REIT ~~Advisors’~~Advisors’s overhead, such as rent, employee costs, utilities, and technology costs.

The following table presents a summary of fees paid and costs reimbursed to ~~the predecessor to Terra REIT Advisors and~~ Terra REIT Advisors in the aggregate in connection with providing services to Terra Property Trust:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Origination and extension fee expense ~~(1)~~(2)	Origination and extension fee expense ~~(1)~~(2)	$	252,630	$	250,601	$	598,014	$	688,218	Origination and extension fee expense ~~(1)~~(2)	$	381,947	$	252,630	$	1,068,312	$	598,014
Asset management fee	Asset management fee	1,156,696		1,140,426		2,313,239		2,169,959		Asset management fee	1,640,628		1,156,696		3,128,723		2,313,239
Asset servicing fee	Asset servicing fee	276,990		253,316		550,197		487,524		Asset servicing fee	395,718		276,990		745,047		550,197
Operating expenses reimbursed to Manager	Operating expenses reimbursed to Manager	2,007,069		1,694,875		3,349,827		3,062,064		Operating expenses reimbursed to Manager	2,140,635		2,007,069		4,069,198		3,349,827
Disposition fee ~~(2)~~(3)	Disposition fee ~~(2)~~(3)	63,700		220,424		314,688		295,944		Disposition fee ~~(2)~~(3)	479,500		63,700		479,500		314,688
Total	Total	$	3,757,085	$	3,559,642	$	7,125,965	$	6,703,709	Total	$	5,038,428	$	3,757,085	$	9,490,780	$	7,125,965

_______________

(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 six months ended June 30, 2022 excluded $0.2 million of origination fee paid to Terra Property Trust’s Manager in connection with its 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.

~~Off-Balance Sheet Arrangements~~

~~Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.~~

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 June 30, ~~2021,~~2022, Terra Property Trust had 1114 investments with an aggregate principal balance of ~~$270.1~~$351.1 million, net of obligations under participation agreements and secured borrowing, that provide for interest income at an annual rate of LIBOR plus a spread, 1112 of which are subject to a LIBOR floor. A decrease of 100 basis points in LIBOR would decrease Terra Property Trust’s annual interest income, net of interest expense on participation agreements, by approximately ~~$0.1~~$2.2 million, and an increase of 100 basis points in LIBOR would increase Terra Property Trust’s annual interest income, net of interest expense on participation agreements, by approximately $3.2 million. Additionally, Terra Property Trust had three investments with an aggregate principal balance of $75.9 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 Terra Property Trust’s annual interest income by $0.7 million, and an increase of 100 basis points would increase Terra Property Trust’s annual interest income by $0.8 million.

Additionally, as of June 30, 2022, Terra Property Trust had ~~$40.4~~$31.5 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%,~~spread that is collateralized by an office building; $107.0 million of borrowings outstanding under an indenture and credit facility that bear interest at an annual rate of LIBOR plus 4.25% with a LIBOR floor of 1.0% collateralized by $184.3 million of first mortgages; and a revolving line of credit with an outstanding balance of ~~$9.2~~$48.8 million that bears interest at an annual rate of LIBOR ~~+ 3.25% with~~plus a ~~combined floor of 4.0%~~spread that is collateralized by $78.5 million of first mortgages; a repurchase agreement with an outstanding balance of $74.3 million that bears interest at an annual rate of LIBOR or Term SOFR, as applicable, plus a spread that is collateralized by $104.8 million of first ~~mortgage~~mortgages; and another repurchase agreement with an outstanding balance of ~~$13.2 million.~~$118.3 million that bears interest at an annual rate of Term SOFR plus a spread that is collateralized by $165.3 million of first mortgages. A decrease of 100 basis points in LIBOR ~~had no impact on~~and Term SOFR would decrease Terra Property Trust’s ~~total~~ annual interest expense ~~because the debts are protected~~ by ~~LIBOR floors~~approximately $1.9 million, and an

increase of 100 basis points in LIBOR and Term SOFR would increase Terra Property Trust’s annual interest expense by approximately ~~$0.1~~$2.5 million.

~~At the end of 2021, banks will no longer be required to report information that is used to determine LIBOR.~~ In July 2017, the U.K. Financial Conduct Authority, which regulates the LIBOR administrator, ~~ICE Benchmark Administration Limited (“IBA”),~~IBA, announced that it would cease to compel banks to participate in setting LIBOR as a benchmark by the end of ~~2021. Such announcement indicates that market participants cannot rely on LIBOR being published after 2021. On December 4, 2020, the IBA published a consultation on its intention~~2021, which has subsequently been delayed to ~~cease the publication of LIBOR. For the most commonly used tenors (overnight and one, three, six and 12 months) of U.S. dollar LIBOR, the IBA is proposing to cease publication immediately after~~ June 30, 2023, anticipating continued rate submissions from panel banks for these tenors of U.S. dollar LIBOR. The IBA’s consultation also proposes to cease publication of all other U.S. dollar LIBOR tenors, and of all non-U.S. dollar LIBOR rates, after December 31, 2021.2023. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions convened by the U.S. Federal Reserve, has recommended ~~Secured Overnight Financing Rate (“SOFR”)~~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 Terra Property Trust’s portfolio of LIBOR-indexed, floating-rate loans, or the cost of its 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 Terra Property Trust’s portfolio, or the cost of its borrowings. In the event LIBOR is unavailable, Terra Property Trust’s 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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we did not engage in interest rate hedging activities.

In addition, we may have risks regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Fair Value Measurements” in this quarterly report on Form 10-Q.

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 the chief executive officer and chief financial officer of our Manager (performing functions equivalent to those a principal executive officer and principal financial officer of our company would perform if we had any officers), of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, ~~2021.~~2022. Based on that evaluation, the chief executive officer and chief financial officer of our Manager 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 our 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 – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither we, Terra Property Trust, Terra JV nor our Manager is currently subject to any material legal proceedings, nor, to our knowledge, are material legal proceedings threatened against us, Terra Property Trust, Terra JV or our Manager.

From time to time, we, Terra Property Trust, Terra JV and ~~individuals employed by~~ our Manager ~~or its affiliates~~ may be a party to certain legal proceedings in the ordinary course of ~~business.~~business, including proceedings relating to the enforcement of Terra Property Trust’s rights under contracts

with its portfolio companies. Additionally, as of June 30, 2022, Terra Property Trust 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. Terra Property Trust 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. Terra Property Trust believes this determination should be based on comparable sales, while the landlord insists that the rent under the ground lease itself is also relevant. Terra Property Trust’s position has prevailed in all three of the prior arbitrations to reset the ground rent. Terra Property Trust intends vigorously to pursue the litigation. While Terra Property Trust believes its arguments will likely prevail, the outcome of ~~these~~the legal ~~proceedings~~proceeding cannot be predicted with ~~certainty, we do not expect that these proceedings will have~~certainty. If the landlord prevails, the future rent reset determinations could result in significantly higher ground rent, which would likely result in a ~~material effect upon our financial condition or results~~significant diminution in the value of ~~operations.~~Terra Property Trust’s 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, ~~2020.~~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.

Not applicable.

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						Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, LLC, Terra Secured Income Fund Merger Sub, LLC, and Terra Secured Income Fund, dated January 1, 2016 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).

2.2						Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, LLC, Terra Secured Income Fund Merger Sub 2, LLC, and Terra Secured Income Fund 2, LLC, dated January 1, 2016 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).


Exhibit No.						Description and Method of Filing

2.3						Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, LLC, Terra Secured Income Fund Merger Sub 3, LLC, and Terra Secured Income Fund 3, LLC, dated January 1, 2016 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).

2.4						Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, Terra Capital Advisors 2, Terra Secured Income Fund 4, LLC, and Terra Secured Income Fund 4, LLC, dated January 1, 2016 (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).


~~Exhibit No.~~						~~Description and Method of Filing~~

2.5						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 2.5 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).

2.6						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 2.6 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).

2.7						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).

2.8						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 Limited Liability Company Agreement of the registrant, dated January 1, 2016 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).

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**						XBRL Taxonomy Extension Schema Document

101.CAL**						XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**						XBRL Taxonomy Extension Label Linkbase Document

101.PRE**						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.

4039

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 in the capacities indicated* thereunto duly authorized.

Date: August 12, ~~2021~~2022


			TERRA SECURED INCOME FUND 5, LLC

			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)

___________

* The registrant is a limited liability company managed by Terra Fund Advisors, LLC, its sole and managing member and the persons are signing in their respective capacities as officers of Terra Fund Advisors, LLC.

4140


	Six Months Ended June 30, 2021				Six Months Ended June 30, 2020
	Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)		Weighted Average Principal Amount (1)		Weighted Average Coupon Rate (2)
Total portfolio
Gross loans	$	417,362,153	8.5	%	$	395,636,304	9.4	%
Obligations under participation agreements and secured borrowing	(100,798,932)		10.4	%	(81,213,576)		11.5	%
Repurchase agreement payable	—		—	%	(94,617,024)		3.9	%
Term loan payable	(107,441,217)		5.3	%	—		—	%
Revolving line of credit	(5,102,351)		4.0	%
Net loans (3)	$	204,019,653	9.4	%	$	219,805,704	11.0	%
Senior loans
Gross loans	259,783,669		6.4	%	201,392,405		6.7	%
Obligations under participation agreements and secured borrowing	(48,600,589)		8.6	%	(23,368,896)		9.7	%
Repurchase agreement payable	—		—	%	(94,617,024)		3.8	%
Term loan payable	(107,441,217)		5.3	%	—		—	%
Revolving line of credit	(5,102,351)		4.0	%	—		—	%
Net loans (3)	$	98,639,512	6.6	%	$	83,406,485	9.2	%
Subordinated loans (4)
Gross loans	157,578,484		11.9	%	194,243,899		12.2	%
Obligations under participation agreements	(52,198,343)		12.2	%	(57,844,680)		12.2	%
Net loans (3)	$	105,380,141	11.8	%	$	136,399,219	12.2	%


	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Obligations under participation agreements — principal (1)	$	114,329,732	$	109,329,732	$	5,000,000	$	—	$	—
Secured borrowing — principal (1)	25,850,983		—		25,850,983		—		—
Mortgage loan payable — principal (2)	40,401,127		813,792		39,587,335		—		—
Term loan payable — principal (3)	107,016,023		—		58,654,490		48,361,533		—
Unsecured notes payable — principal (4)	85,125,000		—		—		85,125,000		—
Revolving Line of Credit payable — principal (5)	9,213,759		—		9,213,759		—		—
Interest on borrowings (6)	62,778,748		27,214,521		23,457,756		12,106,471		—
Unfunded lending commitments (7)	47,978,818		47,106,772		872,046		—		—
Ground lease commitment (8)	135,741,375		2,079,000		4,158,000		4,158,000		125,346,375
	$	628,435,565	$	186,543,817	$	166,794,369	$	149,751,004	$	125,346,375