Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-55780 | ||
Entity Registrant Name | Terra Secured Income Fund 5, LLC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 90-0967526 | ||
Entity Address, Address Line One | 205 West 28th Street | ||
Entity Address, Address Line Two | 12th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10001 | ||
City Area Code | 212 | ||
Local Phone Number | 753-5100 | ||
Title of 12(g) Security | Units of Limited Liability Company Interests | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 6,622.2 | ||
Entity Public Float | $ 0 | ||
Documents Incorporated by Reference | None | ||
Entity Central Index Key | 0001581874 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 185 |
Statements of Financial Conditi
Statements of Financial Condition - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Equity investment in Terra JV, LLC at fair value (cost of $215,070,522 and $219,704,515, respectively) | $ 210,008,457 | $ 217,324,720 |
Cash and cash equivalents | 102,256 | 836,052 |
Other assets | 40,434 | 33,830 |
Total assets | 210,151,147 | 218,194,602 |
Liabilities | ||
Accounts payable and accrued expenses | 161,088 | 118,025 |
Total liabilities | 161,088 | 118,025 |
Commitments and Contingencies | ||
Members’ capital: | ||
Total members’ capital | 209,990,059 | 218,076,577 |
Total liabilities and members’ capital | $ 210,151,147 | $ 218,194,602 |
Net asset value per unit | $ 31,710 | $ 32,860 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Dividend income | $ 6,868,609 | $ 1,883,284 |
Other operating income | 65 | 53 |
Total investment income | 6,868,674 | 1,883,337 |
Operating expenses | ||
Professional fees | 538,348 | 442,093 |
Other | 4,666 | 3,310 |
Total operating expenses | 543,014 | 445,403 |
Net investment income | 6,325,660 | 1,437,934 |
Net change in unrealized depreciation on investment | (2,682,270) | (6,822,621) |
Net increase (decrease) in members’ capital resulting from operations | $ 3,643,390 | $ (5,384,687) |
Per unit data: | ||
Net investment income per unit | $ 954 | $ 217 |
Net increase (decrease) in members’ capital resulting from operations per unit | $ 550 | $ (811) |
Weighted average units outstanding | 6,627.7 | 6,635.9 |
Statements of Changes in Member
Statements of Changes in Members’ Capital - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in Members' Capital [Roll Forward] | ||
Balance, beginning of period | $ 218,076,577 | $ 235,417,419 |
Capital distributions | (11,256,444) | (11,916,928) |
Capital redemptions | (473,464) | (39,227) |
Increase in members’ capital resulting from operations: | ||
Net investment income | 6,325,660 | 1,437,934 |
Net change in unrealized depreciation on investment | (2,682,270) | (6,822,621) |
Net increase (decrease) in members’ capital resulting from operations | 3,643,390 | (5,384,687) |
Balance, end of period | 209,990,059 | 218,076,577 |
Managing Member | ||
Changes in Members' Capital [Roll Forward] | ||
Balance, beginning of period | 0 | 0 |
Capital distributions | 0 | 0 |
Capital redemptions | 0 | 0 |
Increase in members’ capital resulting from operations: | ||
Net investment income | 0 | 0 |
Net change in unrealized depreciation on investment | 0 | 0 |
Net increase (decrease) in members’ capital resulting from operations | 0 | 0 |
Balance, end of period | 0 | 0 |
Non-Managing Members | ||
Changes in Members' Capital [Roll Forward] | ||
Balance, beginning of period | 218,076,577 | 235,417,419 |
Capital distributions | (11,256,444) | (11,916,928) |
Capital redemptions | (473,464) | (39,227) |
Increase in members’ capital resulting from operations: | ||
Net investment income | 6,325,660 | 1,437,934 |
Net change in unrealized depreciation on investment | (2,682,270) | (6,822,621) |
Net increase (decrease) in members’ capital resulting from operations | 3,643,390 | (5,384,687) |
Balance, end of period | $ 209,990,059 | $ 218,076,577 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net increase (decrease) in members’ capital resulting from operations | $ 3,643,390 | $ (5,384,687) |
Adjustments to reconcile net increase (decrease) in members’ capital resulting from operations to net cash provided by operating activities: | ||
Return of capital on investment | 4,633,993 | 11,210,636 |
Net change in unrealized depreciation on investment | 2,682,270 | 6,822,621 |
Changes in operating assets and liabilities: | ||
Increase in other assets | (6,604) | 0 |
Increase (decrease) in accounts payable and accrued expenses | 43,063 | (81,577) |
Net cash provided by operating activities | 10,996,112 | 12,566,993 |
Cash flows from financing activities: | ||
Distributions paid | (11,256,444) | (11,916,928) |
Payment for capital redemptions | (473,464) | (39,227) |
Net cash used in financing activities | (11,729,908) | (11,956,155) |
Net (decrease) increase in cash and cash equivalents | (733,796) | 610,838 |
Cash and cash equivalents at beginning of year | 836,052 | 225,214 |
Cash and cash equivalents at end of year | $ 102,256 | $ 836,052 |
Schedule of Investment
Schedule of Investment - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | ||||
Schedule of Investments | |||||
Fair Value | $ 210,008,457 | $ 217,324,720 | |||
Allowance for loan losses | [1],[2] | (25,471,890) | |||
Line of Credit | |||||
Schedule of Investments | |||||
Amortized Cost | 25,206,964 | ||||
Fair Value | [3] | $ 25,206,965 | |||
% of Members’ Capital | [4] | 8.80% | |||
Principal amount | $ 25,000,000 | ||||
Pro Rata Fair Value | [5] | 19,283,328 | |||
Terra Property Trust | |||||
Schedule of Investments | |||||
Amortized Cost | 613,810,173 | [1],[2] | 392,855,158 | ||
Fair Value | $ 610,465,159 | [1],[2],[6] | $ 391,301,530 | [3] | |
% of Members’ Capital | 178.20% | [1],[2],[7] | 137.20% | [4] | |
Principal amount | $ 633,210,501 | [1],[2] | $ 403,581,753 | ||
Pro Rata Fair Value | 374,215,140 | [1],[2],[8] | 299,345,670 | [5] | |
Allowance for loan losses | (13,658,481) | ||||
Terra Property Trust | Obligations Under Participation Agreements | |||||
Schedule of Investments | |||||
Amortized Cost | 12,680,594 | ||||
Fair Value | [6] | $ 12,680,595 | |||
% of Members’ Capital | [7] | 3.70% | |||
Principal amount | $ 12,584,958 | ||||
Pro Rata Fair Value | [8] | (7,773,205) | |||
Mavik Real Estate Special Opportunities Fund, LP | |||||
Schedule of Investments | |||||
Amortized Cost | 36,794,674 | [9] | 40,458,282 | [10] | |
Fair Value | $ 35,718,022 | [9] | $ 39,643,024 | [10] | |
% of Members’ Capital | 10.40% | [7],[9] | 13.90% | [4],[10] | |
Pro Rata Fair Value | $ 21,895,147 | [8],[9] | $ 30,326,913 | [5],[10] | |
Percentage Interest | 27.90% | [9] | 50% | [10] | |
LEL Arlington JV LLC | |||||
Schedule of Investments | |||||
Amortized Cost | $ 7,271,603 | [11] | $ 23,949,044 | [12] | |
Fair Value | $ 7,483,563 | [11] | $ 23,949,044 | [12] | |
% of Members’ Capital | 2.20% | [7],[11] | 8.40% | [4],[12] | |
Pro Rata Fair Value | $ 4,587,424 | [8],[11] | $ 18,321,019 | [5],[12] | |
Percentage Interest | 27.20% | [11] | 80% | [12] | |
LEL NW 49th JV LLC | |||||
Schedule of Investments | |||||
Amortized Cost | $ 1,521,556 | [11] | $ 5,306,467 | [12] | |
Fair Value | $ 2,519,781 | [11] | $ 5,306,467 | [12] | |
% of Members’ Capital | 0.70% | [7],[11] | 1.90% | [4],[12] | |
Pro Rata Fair Value | $ 1,544,626 | [8],[11] | $ 4,059,447 | [5],[12] | |
Percentage Interest | 27.20% | [11] | 80% | [12] | |
TCG Corinthian FL Portfolio JV LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [11] | $ 6,896,816 | |||
Fair Value | [11] | $ 7,426,291 | |||
% of Members’ Capital | [7],[11] | 2.20% | |||
Pro Rata Fair Value | [8],[11] | $ 4,552,316 | |||
Percentage Interest | [11] | 34% | |||
SF-Dallas Industrial, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [13] | $ 10,013,691 | |||
Fair Value | [13] | $ 10,013,691 | |||
% of Members’ Capital | [7],[13] | 2.90% | |||
Pro Rata Fair Value | [8],[13] | $ 6,138,393 | |||
Percentage Interest | 35% | ||||
Mezzanine loans: | |||||
Schedule of Investments | |||||
Amortized Cost | $ 39,451,115 | $ 17,622,804 | |||
Fair Value | [6] | $ 39,005,936 | $ 17,518,902 | ||
% of Members’ Capital | [7] | 11.50% | 6.10% | ||
Principal amount | $ 39,352,303 | $ 17,444,357 | |||
Pro Rata Fair Value | [8] | 23,910,639 | 13,401,959 | ||
Preferred equity investments: | |||||
Schedule of Investments | |||||
Amortized Cost | 122,132,177 | 92,400,572 | |||
Fair Value | [6] | $ 97,127,877 | $ 77,315,271 | ||
% of Members’ Capital | [7] | 28.40% | 27.10% | ||
Principal amount | $ 121,231,434 | $ 92,252,340 | |||
Pro Rata Fair Value | [8] | 59,539,387 | 59,146,183 | ||
First mortgages: | |||||
Schedule of Investments | |||||
Amortized Cost | 461,299,182 | 348,101,455 | |||
Fair Value | [6] | $ 458,085,397 | $ 347,160,481 | ||
% of Members’ Capital | [7] | 133.60% | 121.80% | ||
Principal amount | $ 456,408,889 | $ 345,454,454 | |||
Pro Rata Fair Value | [8] | 280,806,348 | $ 265,577,768 | ||
First mortgages: | Terra Property Trust | |||||
Schedule of Investments | |||||
Exit fee (as a percent) | 1.50% | ||||
Basis spread on variable rate | 5% | ||||
Loans held for investment | |||||
Schedule of Investments | |||||
Amortized Cost | 29,080,183 | ||||
Fair Value | [6] | $ 28,926,544 | |||
% of Members’ Capital | [7] | 8.40% | |||
Principal amount | $ 28,802,833 | ||||
Pro Rata Fair Value | [8] | 17,731,971 | |||
Loans held for investment | Terra Property Trust | |||||
Schedule of Investments | |||||
Amortized Cost | $ 483,331,795 | ||||
Fair Value | [3] | $ 467,201,619 | |||
% of Members’ Capital | [4] | 163.80% | |||
Principal amount | $ 480,151,151 | ||||
Pro Rata Fair Value | [5] | 357,409,238 | |||
Total gross loans held for investment | Terra Property Trust | |||||
Schedule of Investments | |||||
Amortized Cost | 651,962,657 | ||||
Fair Value | [6] | $ 623,145,754 | |||
% of Members’ Capital | [7] | 181.90% | |||
Principal amount | $ 645,795,459 | ||||
Pro Rata Fair Value | [8] | 381,988,345 | |||
Total gross loans held for investment | Terra Property Trust | Obligations Under Participation Agreements | |||||
Schedule of Investments | |||||
Amortized Cost | [14],[15],[16] | 76,818,156 | |||
Fair Value | [3],[14],[15],[16] | $ 75,900,089 | |||
% of Members’ Capital | [4],[14],[15],[16] | 26.60% | |||
Principal amount | [14],[15],[16] | $ 76,569,398 | |||
Pro Rata Fair Value | [5],[14],[15],[16] | 58,063,568 | |||
Operating Real Estate | |||||
Schedule of Investments | |||||
Fair Value | [3] | $ 75,043,111 | |||
% of Members’ Capital | [4],[17] | 15.10% | |||
Encumbrance | $ 31,962,692 | ||||
Net Investment | 43,080,419 | ||||
Pro Rata Net Investment | 32,956,521 | ||||
Marketable Securities | |||||
Schedule of Investments | |||||
Amortized Cost | 136,265 | [18] | 1,176,006 | [19] | |
Fair Value | $ 147,960 | [18] | $ 1,310,000 | [19] | |
% of Members’ Capital | 0.04% | [7],[18] | 0.50% | [4],[19] | |
Pro Rata Fair Value | $ 90,699 | [8],[18] | $ 1,002,150 | [5],[19] | |
Equity Investments | |||||
Schedule of Investments | |||||
Amortized Cost | 62,498,340 | 69,713,793 | |||
Fair Value | $ 63,161,348 | $ 68,898,535 | |||
% of Members’ Capital | 18.40% | [7] | 24.20% | [4] | |
Pro Rata Fair Value | $ 38,717,906 | [8] | $ 52,707,379 | [5] | |
Investment, Identifier [Axis]: 1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP | |||||
Schedule of Investments | |||||
Amortized Cost | [20] | 57,453,482 | |||
Fair Value | [6],[20] | $ 56,844,322 | |||
% of Members’ Capital | [7],[20] | 16.70% | |||
Coupon rate, basis spread (as a percent) | [20],[21] | 4.50% | |||
Current Interest Rate | [20] | 8.90% | |||
Exit fee (as a percent) | [20] | 0.50% | |||
Principal amount | [20] | $ 57,184,178 | |||
Pro Rata Fair Value | [8],[20] | 34,845,569 | |||
Investment, Identifier [Axis]: 1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP | |||||
Schedule of Investments | |||||
Amortized Cost | [21] | 53,536,884 | |||
Fair Value | [6],[21] | $ 52,031,363 | |||
% of Members’ Capital | [7],[21] | 18.30% | |||
Current Interest Rate | [21] | 4.60% | |||
Exit fee (as a percent) | [21] | 0.50% | |||
Principal amount | [21] | $ 53,289,288 | |||
Pro Rata Fair Value | [8],[21] | 39,803,993 | |||
Investment, Identifier [Axis]: 14th & Alice Street Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 1,364,944 | [21] | 40,089,153 | [22] | |
Fair Value | [6] | $ 0 | [21] | $ 40,130,448 | [22] |
% of Members’ Capital | [7] | 0% | [21] | 14.10% | [22] |
Coupon rate, basis spread (as a percent) | [21],[22] | 4% | |||
Coupon rate, floor (as a percent) | [21],[22] | 0.25% | |||
Current Interest Rate | 8.40% | [21] | 4.30% | [22] | |
Exit fee (as a percent) | 2% | [21] | 2% | [22] | |
Principal amount | $ 1,364,944 | [21] | $ 39,384,000 | [22] | |
Pro Rata Fair Value | [8] | 0 | [21] | 30,699,793 | [22] |
Investment, Identifier [Axis]: 150 Blackstone River Road, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 7,000,000 | 7,000,000 | |||
Fair Value | [6] | $ 6,638,219 | $ 6,982,101 | ||
% of Members’ Capital | [7] | 1.90% | 2.40% | ||
Coupon rate (as a percent) | 8.50% | 8.50% | |||
Current Interest Rate | 8.50% | 8.50% | |||
Exit fee (as a percent) | 0% | 0% | |||
Principal amount | $ 7,000,000 | $ 7,000,000 | |||
Pro Rata Fair Value | [8] | 4,069,228 | 5,341,307 | ||
Investment, Identifier [Axis]: 330 Tryon DE LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 22,902,215 | [20] | 22,902,354 | [21] | |
Fair Value | [6] | $ 22,687,235 | [20] | $ 22,594,654 | [21] |
% of Members’ Capital | [7] | 6.60% | [20] | 7.90% | [21] |
Coupon rate, basis spread (as a percent) | [20],[21] | 4.25% | |||
Coupon rate, floor (as a percent) | [20],[21] | 0.10% | |||
Current Interest Rate | 8.60% | [20] | 4.40% | [21] | |
Exit fee (as a percent) | 0.50% | [20] | 0.50% | [21] | |
Principal amount | $ 22,800,000 | [20] | $ 22,800,000 | [21] | |
Pro Rata Fair Value | [8] | 13,907,275 | [20] | 17,284,910 | [21] |
Investment, Identifier [Axis]: 370 Lex Part Deux, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 67,586,792 | [23] | 60,012,639 | [2],[24] | |
Fair Value | [6] | $ 56,338,079 | [23] | $ 57,858,019 | [2],[24] |
% of Members’ Capital | [7] | 16.50% | [23] | 20.30% | [2],[24] |
Coupon rate, basis spread (as a percent) | [2],[23],[24] | 8.25% | |||
Coupon rate, floor (as a percent) | [2],[23],[24] | 2.44% | |||
Current Interest Rate | 12.60% | [23] | 10.70% | [2],[24] | |
Exit fee (as a percent) | 0% | [23] | 0% | [2],[24] | |
Principal amount | $ 67,586,792 | [23] | $ 60,012,639 | [2],[24] | |
Pro Rata Fair Value | [8] | 34,535,242 | [23] | 44,261,385 | [2],[24] |
Investment, Identifier [Axis]: 606 Fayetteville LLC and 401 E. Lakewood LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [20] | 16,935,803 | |||
Fair Value | [6],[20] | $ 16,974,601 | |||
% of Members’ Capital | [7],[20] | 6% | |||
Coupon rate (as a percent) | [20] | 9% | |||
Current Interest Rate | [20] | 9% | |||
Exit fee (as a percent) | [20] | 1% | |||
Principal amount | [20] | $ 16,829,962 | |||
Pro Rata Fair Value | [8],[20] | 12,985,570 | |||
Investment, Identifier [Axis]: 610 Walnut Investors LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [1],[2] | 18,738,386 | |||
Fair Value | [1],[2],[6] | $ 18,767,281 | |||
% of Members’ Capital | [1],[2],[7] | 5.50% | |||
Coupon rate, basis spread (as a percent) | [1],[2] | 12% | |||
Coupon rate, floor (as a percent) | [1],[2] | 2% | |||
Current Interest Rate | [1],[2] | 16.40% | |||
Exit fee (as a percent) | [1],[2] | 1% | |||
Principal amount | [1],[2] | $ 18,625,738 | |||
Pro Rata Fair Value | [1],[2],[8] | 11,504,343 | |||
Investment, Identifier [Axis]: 870 Santa Cruz, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [20] | 17,669,303 | |||
Fair Value | [6],[20] | $ 17,781,285 | |||
% of Members’ Capital | [7],[20] | 6.20% | |||
Coupon rate, basis spread (as a percent) | [20] | 6.75% | |||
Coupon rate, floor (as a percent) | [20] | 0.50% | |||
Current Interest Rate | [20] | 7.30% | |||
Exit fee (as a percent) | [20] | 1% | |||
Principal amount | [20] | $ 17,540,875 | |||
Pro Rata Fair Value | [8],[20] | 13,602,683 | |||
Investment, Identifier [Axis]: AAESUF Property LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [20] | 18,288,969 | |||
Fair Value | [6],[20] | $ 18,587,586 | |||
% of Members’ Capital | [7],[20] | 5.40% | |||
Coupon rate, basis spread (as a percent) | [20] | 11.95% | |||
Coupon rate, floor (as a percent) | [20] | 0.05% | |||
Current Interest Rate | [20] | 16% | |||
Exit fee, minimum (as a percent) | [20] | 5% | |||
Exit fee, maximum (as a percent) | [20] | 10% | |||
Principal amount | [20] | $ 17,860,291 | |||
Pro Rata Fair Value | [8],[20] | 11,394,190 | |||
Investment, Identifier [Axis]: AARSHW Property LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [25],[26] | 44,669,513 | |||
Fair Value | [6],[25],[26] | $ 44,702,632 | |||
% of Members’ Capital | [7],[25],[26] | 13% | |||
Coupon rate, basis spread (as a percent) | [25],[26] | 7.50% | |||
Coupon rate, floor (as a percent) | [25],[26] | 0.15% | |||
Current Interest Rate | [25],[26] | 11.60% | |||
Exit fee (as a percent) | [25],[26] | 0.90% | |||
Principal amount | [25],[26] | $ 44,368,331 | |||
Pro Rata Fair Value | [8],[25],[26] | 27,402,713 | |||
Investment, Identifier [Axis]: AGRE DCP Palm Springs, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 43,758,804 | [20] | 43,669,992 | [21],[26] | |
Fair Value | [6] | $ 43,062,933 | [20] | $ 43,829,842 | [21],[26] |
% of Members’ Capital | [7] | 12.60% | [20] | 15.50% | [21],[26] |
Coupon rate, basis spread (as a percent) | [20],[21],[26] | 5% | |||
Coupon rate, floor (as a percent) | [20],[21],[26] | 1.80% | |||
Current Interest Rate | 9.40% | [20] | 6.80% | [21],[26] | |
Exit fee (as a percent) | 1.50% | [20] | 1.50% | [21],[26] | |
Principal amount | $ 43,222,382 | [20] | $ 43,222,381 | [21],[26] | |
Pro Rata Fair Value | [8] | 26,397,578 | [20] | 33,529,829 | [21],[26] |
Investment, Identifier [Axis]: American Gilsonite Company | |||||
Schedule of Investments | |||||
Amortized Cost | 21,840,359 | ||||
Fair Value | [6] | $ 21,443,528 | |||
% of Members’ Capital | [7] | 6.30% | |||
Coupon rate (as a percent) | 14% | ||||
Current Interest Rate | 14% | ||||
Exit fee (as a percent) | 1% | ||||
Principal amount | $ 21,250,000 | ||||
Pro Rata Fair Value | [8] | 13,144,883 | |||
Investment, Identifier [Axis]: Ann Street JV LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 15,648,482 | ||||
Fair Value | [6] | $ 15,127,126 | |||
% of Members’ Capital | [7] | 4.40% | |||
Coupon rate (as a percent) | 14% | ||||
Current Interest Rate | 14% | ||||
Exit fee (as a percent) | 1% | ||||
Principal amount | $ 15,217,540 | ||||
Pro Rata Fair Value | [8] | 9,272,928 | |||
Investment, Identifier [Axis]: Asano Bankers Hill, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 17,920,424 | ||||
Fair Value | [6] | $ 17,578,839 | |||
% of Members’ Capital | [7] | 5.10% | |||
Coupon rate, basis spread (as a percent) | 15% | ||||
Coupon rate, floor (as a percent) | 0.25% | ||||
Current Interest Rate | 19.10% | ||||
Exit fee (as a percent) | 1% | ||||
Principal amount | $ 17,450,623 | ||||
Pro Rata Fair Value | [8] | 10,775,828 | |||
Investment, Identifier [Axis]: Austin H. I. Borrower LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [20],[25] | 13,725,690 | |||
Fair Value | [6],[20],[25] | $ 13,735,569 | |||
% of Members’ Capital | [7],[20],[25] | 4.80% | |||
Coupon rate, basis spread (as a percent) | [20],[25] | 7.50% | |||
Coupon rate, floor (as a percent) | [20],[25] | 0.25% | |||
Current Interest Rate | [20],[25] | 7.80% | |||
Exit fee (as a percent) | [20],[25] | 1% | |||
Principal amount | [20],[25] | $ 13,625,000 | |||
Pro Rata Fair Value | [8],[20],[25] | 10,507,710 | |||
Investment, Identifier [Axis]: D-G Acquisition #6, LLC and D-G Quimisa, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 8,605,341 | ||||
Fair Value | [6] | $ 8,645,413 | |||
% of Members’ Capital | [7] | 3% | |||
Coupon rate, basis spread (as a percent) | 7% | ||||
Coupon rate, floor (as a percent) | 0.25% | ||||
Current Interest Rate | 7.30% | ||||
Exit fee (as a percent) | 0.50% | ||||
Principal amount | $ 8,607,092 | ||||
Pro Rata Fair Value | [8] | 6,613,741 | |||
Investment, Identifier [Axis]: Dallas - US HWY 80 Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [26] | 11,482,294 | |||
Fair Value | [6],[26] | $ 11,482,294 | |||
% of Members’ Capital | [7],[26] | 3.40% | |||
Coupon rate, basis spread (as a percent) | [26] | 4.50% | |||
Coupon rate, floor (as a percent) | [26] | 2.50% | |||
Current Interest Rate | [26] | 8.90% | |||
Exit fee (as a percent) | [26] | 1% | |||
Principal amount | [26] | $ 11,395,169 | |||
Pro Rata Fair Value | [8],[26] | 7,038,646 | |||
Investment, Identifier [Axis]: Dallas - 11221 Pagemill Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [26] | 7,682,398 | |||
Fair Value | [6],[26] | $ 7,682,398 | |||
% of Members’ Capital | [7],[26] | 2.20% | |||
Coupon rate, basis spread (as a percent) | [26] | 4.50% | |||
Coupon rate, floor (as a percent) | [26] | 2.50% | |||
Current Interest Rate | [26] | 8.90% | |||
Exit fee (as a percent) | [26] | 1% | |||
Principal amount | [26] | $ 7,624,106 | |||
Pro Rata Fair Value | [8],[26] | 4,709,310 | |||
Investment, Identifier [Axis]: Dallas - 11333 Pagemill Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [26] | 12,390,965 | |||
Fair Value | [6],[26] | $ 12,390,965 | |||
% of Members’ Capital | [7],[26] | 3.60% | |||
Coupon rate, basis spread (as a percent) | [26] | 4.50% | |||
Coupon rate, floor (as a percent) | [26] | 2.50% | |||
Current Interest Rate | [26] | 8.90% | |||
Exit fee (as a percent) | [26] | 1% | |||
Principal amount | [26] | $ 12,296,945 | |||
Pro Rata Fair Value | [8],[26] | 7,595,662 | |||
Investment, Identifier [Axis]: Dallas - Big Town Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [26] | 26,838,830 | |||
Fair Value | [6],[26] | $ 26,838,830 | |||
% of Members’ Capital | [7],[26] | 7.80% | |||
Coupon rate, basis spread (as a percent) | [26] | 4.50% | |||
Coupon rate, floor (as a percent) | [26] | 2.50% | |||
Current Interest Rate | [26] | 8.90% | |||
Exit fee (as a percent) | [26] | 1% | |||
Principal amount | [26] | $ 26,635,183 | |||
Pro Rata Fair Value | [8],[26] | 16,452,203 | |||
Investment, Identifier [Axis]: Dallas - Oakland Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [26] | 9,747,559 | |||
Fair Value | [6],[26] | $ 9,747,559 | |||
% of Members’ Capital | [7],[26] | 2.80% | |||
Coupon rate, basis spread (as a percent) | [26] | 4.50% | |||
Coupon rate, floor (as a percent) | [26] | 2.50% | |||
Current Interest Rate | [26] | 8.90% | |||
Exit fee (as a percent) | [26] | 1% | |||
Principal amount | [26] | $ 9,673,597 | |||
Pro Rata Fair Value | [8],[26] | 5,975,254 | |||
Investment, Identifier [Axis]: Dwight Mezz II, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 2,916,369 | ||||
Fair Value | [6] | $ 2,914,042 | |||
% of Members’ Capital | [7] | 0.90% | |||
Coupon rate (as a percent) | 11% | ||||
Current Interest Rate | 11% | ||||
Exit fee (as a percent) | 0% | ||||
Principal amount | $ 3,000,000 | ||||
Pro Rata Fair Value | [8] | 1,786,308 | |||
Investment, Identifier [Axis]: Grandview’s Madison Place, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [27] | 17,105,928 | |||
Fair Value | [6],[27] | $ 17,105,928 | |||
% of Members’ Capital | [7],[27] | 5% | |||
Coupon rate, basis spread (as a percent) | [27] | 4.45% | |||
Coupon rate, floor (as a percent) | [27] | 0.05% | |||
Current Interest Rate | [27] | 8.80% | |||
Exit fee (as a percent) | [27] | 0.80% | |||
Principal amount | [27] | $ 17,000,000 | |||
Pro Rata Fair Value | [8],[27] | 10,485,934 | |||
Investment, Identifier [Axis]: Grandview’s Remington Place, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [27] | 23,199,620 | |||
Fair Value | [6],[27] | $ 23,203,343 | |||
% of Members’ Capital | [7],[27] | 6.80% | |||
Coupon rate, basis spread (as a percent) | [27] | 4.45% | |||
Coupon rate, floor (as a percent) | [27] | 0.05% | |||
Current Interest Rate | [27] | 8.80% | |||
Exit fee (as a percent) | [27] | 0.50% | |||
Principal amount | [27] | $ 23,100,000 | |||
Pro Rata Fair Value | [8],[27] | 14,223,649 | |||
Investment, Identifier [Axis]: Havemeyer TSM LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [24] | 3,313,813 | |||
Fair Value | [6],[24] | $ 3,315,293 | |||
% of Members’ Capital | [7],[24] | 1% | |||
Coupon rate (as a percent) | [24] | 15% | |||
Current Interest Rate | [24] | 15% | |||
Exit fee (as a percent) | [24] | 1% | |||
Principal amount | [24] | $ 3,282,208 | |||
Pro Rata Fair Value | [8],[24] | 2,032,275 | |||
Investment, Identifier [Axis]: High Pointe Mezzanine Investments, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 3,145,614 | ||||
Fair Value | [6] | $ 3,059,611 | |||
% of Members’ Capital | [7] | 1.10% | |||
Coupon rate (as a percent) | 13% | ||||
Current Interest Rate | 13% | ||||
Exit fee (as a percent) | 1% | ||||
Principal amount | $ 3,000,000 | ||||
Pro Rata Fair Value | [8] | 2,340,602 | |||
Investment, Identifier [Axis]: Hillsborough Owners LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 21,138,947 | 4,866,542 | [27] | ||
Fair Value | [6] | $ 20,947,571 | $ 4,883,878 | [27] | |
% of Members’ Capital | [7] | 6.10% | 1.70% | [27] | |
Coupon rate, basis spread (as a percent) | [27] | 8% | |||
Coupon rate, floor (as a percent) | [27] | 0.25% | |||
Current Interest Rate | 12.40% | 8.30% | [27] | ||
Exit fee (as a percent) | 1% | 1% | [27] | ||
Principal amount | $ 20,720,028 | $ 4,863,009 | [27] | ||
Pro Rata Fair Value | [8] | 12,840,861 | 3,736,167 | [27] | |
Investment, Identifier [Axis]: Land in Conshohocken, PA | |||||
Schedule of Investments | |||||
Fair Value | [3],[28] | $ 10,000,000 | |||
% of Members’ Capital | [4],[17],[28] | 3.50% | |||
Encumbrance | [28] | $ 0 | |||
Net Investment | [28] | 10,000,000 | |||
Pro Rata Net Investment | [28] | 7,650,000 | |||
Investment, Identifier [Axis]: Mesa AZ Industrial Owner, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [1],[26] | 31,276,468 | |||
Fair Value | [1],[6],[26] | $ 31,276,468 | |||
% of Members’ Capital | [1],[7],[26] | 9.10% | |||
Coupon rate, basis spread (as a percent) | [1],[26] | 12.70% | |||
Coupon rate, floor (as a percent) | [1],[26] | 2.30% | |||
Current Interest Rate | [1],[26] | 17.10% | |||
Exit fee (as a percent) | [1],[26] | 1% | |||
Principal amount | [1],[26] | $ 31,000,000 | |||
Pro Rata Fair Value | [1],[8],[26] | 19,172,475 | |||
Investment, Identifier [Axis]: Multi-tenant office building in Santa Monica, CA | |||||
Schedule of Investments | |||||
Fair Value | $ 52,500,000 | [6],[29] | $ 65,043,111 | [3],[30] | |
% of Members’ Capital | 6.80% | [7],[29],[31] | 11.60% | [4],[17],[30] | |
Encumbrance | $ 29,252,308 | [29] | $ 31,962,692 | [30] | |
Net Investment | 23,247,692 | [29] | 33,080,419 | [30] | |
Pro Rata Net Investment | 14,250,835 | [29] | 25,306,521 | [30] | |
Investment, Identifier [Axis]: NB Factory TIC 1, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 28,857,892 | [27] | 28,420,056 | [22] | |
Fair Value | [6] | $ 28,902,234 | [27] | $ 28,851,547 | [22] |
% of Members’ Capital | [7] | 8.40% | [27] | 10.10% | [22] |
Coupon rate, basis spread (as a percent) | [22],[27] | 5% | |||
Coupon rate, floor (as a percent) | [22],[27] | 0.25% | |||
Current Interest Rate | 9.40% | [27] | 5.30% | [22] | |
Exit fee (as a percent) | 3.30% | [27] | 3.30% | [22] | |
Principal amount | $ 28,000,000 | [27] | $ 28,000,000 | [22] | |
Pro Rata Fair Value | [8] | 17,717,069 | [27] | 22,071,433 | [22] |
Investment, Identifier [Axis]: Nexpoint Real Estate Finance, Inc. - Cumulative Series A Preferred Shares | |||||
Schedule of Investments | |||||
Amortized Cost | [19] | 1,176,006 | |||
Fair Value | [19] | $ 1,310,000 | |||
% of Members’ Capital | [4],[19] | 0.50% | |||
Pro Rata Fair Value | [5],[19] | $ 1,002,150 | |||
Dividend Yield | [19] | 8.50% | |||
Shares | [19] | 50,000 | |||
Investment, Identifier [Axis]: Patrick Henry Recovery Acquisition, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 18,041,782 | [20] | $ 18,041,124 | [21] | |
Fair Value | [6] | $ 17,824,300 | [20] | $ 18,055,377 | [21] |
% of Members’ Capital | [7] | 5.20% | [20] | 6.30% | [21] |
Coupon rate, basis spread (as a percent) | [20],[21] | 2.95% | |||
Coupon rate, floor (as a percent) | [20],[21] | 1.50% | |||
Current Interest Rate | 7.30% | [20] | 4.50% | [21] | |
Exit fee (as a percent) | 0.30% | [20] | 0.30% | [21] | |
Principal amount | $ 18,000,000 | [20] | $ 18,000,000 | [21] | |
Pro Rata Fair Value | [8] | 10,926,296 | [20] | 13,812,363 | [21] |
Investment, Identifier [Axis]: REEC Harlem Holdings Company, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 15,983,234 | [32] | 16,633,292 | [23] | |
Fair Value | [6] | $ 3,090,588 | [32] | $ 3,708,310 | [23] |
% of Members’ Capital | [7] | 0.90% | [32] | 1.30% | [23] |
Coupon rate, basis spread (as a percent) | [23],[32] | 12.50% | |||
Current Interest Rate | 16.90% | [32] | 12.60% | [23] | |
Exit fee (as a percent) | 0% | [32] | 0% | [23] | |
Principal amount | $ 15,983,234 | [32] | $ 16,633,292 | [23] | |
Pro Rata Fair Value | [8] | 1,894,530 | [32] | 2,836,857 | [23] |
Investment, Identifier [Axis]: RS JZ Driggs, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 4,993,245 | [22] | 15,754,641 | [2],[24],[32] | |
Fair Value | [6] | $ 4,993,245 | [22] | $ 15,748,942 | [2],[24],[32] |
% of Members’ Capital | [7] | 1.50% | [22] | 5.50% | [2],[24],[32] |
Coupon rate (as a percent) | 12.30% | [22] | 12.30% | [2],[24],[32] | |
Current Interest Rate | 12.30% | [22] | 12.30% | [2],[24],[32] | |
Exit fee (as a percent) | 1% | [22] | 1% | [2],[24],[32] | |
Principal amount | $ 4,993,245 | [22] | $ 15,606,409 | [2],[24],[32] | |
Pro Rata Fair Value | [8] | $ 3,060,859 | [22] | 12,047,941 | [2],[24],[32] |
Investment, Identifier [Axis]: Terra JV, LLC | |||||
Schedule of Investments | |||||
Investment owned (as a percent) | 87.60% | ||||
Amortized Cost | $ 215,070,522 | $ 219,704,515 | |||
Fair Value | $ 210,008,457 | ||||
% of Members’ Capital | 100% | 99.70% | |||
Investment, Identifier [Axis]: Terra Property Trust, Inc. Corporate Bonds | |||||
Schedule of Investments | |||||
Amortized Cost | [18] | $ 136,265 | |||
Fair Value | [18] | $ 147,960 | |||
% of Members’ Capital | [7],[18] | 0.04% | |||
Pro Rata Fair Value | [8],[18] | $ 90,699 | |||
Dividend Yield | [18] | 6% | |||
Shares | [18] | 7,398 | |||
Investment, Identifier [Axis]: The Lux Washington, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | $ 16,722,091 | [26] | $ 3,382,683 | [20] | |
Fair Value | [6] | $ 16,882,333 | [26] | $ 3,553,330 | [20] |
% of Members’ Capital | [7] | 4.90% | [26] | 1.20% | [20] |
Coupon rate, basis spread (as a percent) | [20],[26] | 7% | |||
Coupon rate, floor (as a percent) | [20],[26] | 0.75% | |||
Current Interest Rate | 11.40% | [26] | 7.80% | [20] | |
Exit fee (as a percent) | 1% | [26] | 1% | [20] | |
Principal amount | $ 16,571,267 | [26] | $ 3,523,401 | [20] | |
Pro Rata Fair Value | [8] | 10,348,870 | [26] | 2,718,297 | [20] |
Investment, Identifier [Axis]: UNJ Sole Member, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 7,482,547 | [24] | 7,477,190 | [1] | |
Fair Value | [6] | $ 7,371,101 | [24] | $ 7,477,190 | [1] |
% of Members’ Capital | [7] | 2.20% | [24] | 2.60% | [1] |
Coupon rate (as a percent) | 15% | [24] | 15% | [1] | |
Current Interest Rate | 15% | [24] | 15% | [1] | |
Exit fee (as a percent) | 1% | [24] | 1% | [1] | |
Principal amount | $ 7,444,357 | [24] | $ 7,444,357 | [1] | |
Pro Rata Fair Value | [8] | 4,518,485 | [24] | 5,720,050 | [1] |
Investment, Identifier [Axis]: University Park Berkeley, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | 26,536,122 | [20] | 25,991,962 | [21],[33] | |
Fair Value | [6] | $ 26,472,938 | [20] | $ 26,015,500 | [21],[33] |
% of Members’ Capital | [7] | 7.70% | [20] | 9.10% | [21],[33] |
Coupon rate, basis spread (as a percent) | [20],[21],[33] | 4.20% | |||
Coupon rate, floor (as a percent) | [20],[21],[33] | 1.50% | |||
Current Interest Rate | 8.60% | [20] | 5.70% | [21],[33] | |
Exit fee (as a percent) | 0.80% | [20] | 0.80% | [21],[33] | |
Principal amount | $ 26,342,468 | [20] | $ 25,815,378 | [21],[33] | |
Pro Rata Fair Value | [8] | 16,227,911 | [20] | 19,901,858 | [21],[33] |
Investment, Identifier [Axis]: William A. Shopoff & Cindy L. Shopoff | |||||
Schedule of Investments | |||||
Amortized Cost | 29,080,183 | [33] | 25,206,964 | [16] | |
Fair Value | $ 28,926,544 | [6],[33] | $ 25,206,965 | [3],[16] | |
% of Members’ Capital | 8.40% | [7],[33] | 8.80% | [4],[16] | |
Coupon rate (as a percent) | 15% | [33] | 15% | [16] | |
Current Interest Rate | 15% | [33] | 15% | [16] | |
Exit fee (as a percent) | 1% | [33] | 1% | [16] | |
Principal amount | $ 28,802,833 | [33] | $ 25,000,000 | [16] | |
Pro Rata Fair Value | $ 17,731,971 | [8],[33] | 19,283,328 | [5],[16] | |
Investment, Identifier [Axis]: Windy Hill PV Five CM, LLC | |||||
Schedule of Investments | |||||
Amortized Cost | [29] | 50,264,568 | |||
Fair Value | [6],[29] | $ 50,077,674 | |||
% of Members’ Capital | [7],[29] | 17.60% | |||
Coupon rate, basis spread (as a percent) | [29] | 6% | |||
Coupon rate, floor (as a percent) | [29] | 2.05% | |||
Current Interest Rate | [29] | 8.10% | |||
Exit fee (as a percent) | [29] | 0.50% | |||
Principal amount | [29] | $ 49,954,068 | |||
Pro Rata Fair Value | [8],[29] | $ 38,309,421 | |||
[1]Terra Property Trust sold a portion of its interest in this loan through a participation agreement to a third party.[2]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.[3]Because there is no readily available market for these 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.[4]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 $218.1 million at December 31, 2021.[5]Amount represents the Company’s portion, or 76.5%, of the fair value or net investment value.[6]Because there is no readily available market for these 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.[7]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 $210.0 million at December 31, 2022.[8]Amount represents the Company’s portion, or 61.3%, of the fair value or net investment value.[9]On August 3, 2020, Terra Property Trust 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 December 31, 2022, the unfunded commitment was $22.4 million.[10]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.[11]As of December 31, 2022, Terra Property Trust beneficially owned equity interest in three joint ventures that invest in real estate properties.[12]In the fourth quarter of 2021, Terra Property Trust purchased equity interests in two joint ventures that invest in real estate properties.[13]On December 28, 2022, Terra Property Trust originated a $10.0 million mezzanine loan to a borrower to finance the acquisition of a real estate portfolio. Additionally, Terra Property Trust entered into a residual profit sharing agreement with the borrower where the borrower will pay Terra Property Trust an additional amount of 35.0% of remaining net cash flow from the sale of the real estate portfolio. Terra Property Trust accounts for this arrangement using the equity method of accounting.[14]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.[15]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 REIT Advisors.[16]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.[17]Percentage is based on Terra Property Trust’s net exposure on the property (real estate owned less encumbrance).[18]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.[19]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.[20]These loans were used as collateral for $119.8 million of borrowings under a repurchase agreement.[21]This loan is classified as a trouble debt restructuring. Terra Property Trust does not anticipate a full recovery of the remaining principal balance, as such, the loan is fully reserved.[22]This loan is in maturity default. Terra Property Trust initiated a litigation to seek full repayment of the loan from the sponsor. For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $2.0 million on this loan because recovery of such income was doubtful.[23]This loan is currently in maturity default. For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $3.7 million on this loan because recovery of such income was doubtful. As of December 31, 2022, Terra Property Trust recorded a specific allowance for loan losses of $11.2 million on the loan as a result of a decline in the fair value of the collateral.[24]Terra Property Trust purchased a portion of the interest 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.[25]Amount included $4.0 million of incremental borrowing that bears interest at an annual rate of 20.0% until certain conditions are met, at which time the interest rate will be the same as the original loan.[26]These loans were used as collateral for $90.1 million of borrowings under a revolving line of credit.[27]These loans were used as collateral for $51.1 million of borrowings under a repurchase agreement.[28]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.[29]Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.[30]Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.[31]Percentage is based on Terra Property Trust’s net exposure on the property (real estate owned less encumbrance).[32]For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $2.9 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. As of December 31, 2022, Terra Property Trust recorded a specific allowance for loan losses of $12.9 million on the loan as a result of a decline in the fair value of the collateral.[33]Amount included $3.0 million of incremental borrowing that bears interest at an annual rate of Term SOFR plus 7.0% with a SOFR floor of 4.30%. |
Schedule of Investment - Additi
Schedule of Investment - Additional Information (Parenthetical) $ in Millions | Dec. 31, 2022 $ / shares |
Terra Property Trust | |
Schedule of Investments | |
Percentage Interest | 70% |
% of Members’ Capital | 87.60% |
Terra Fund Five | Terra JV, LLC | |
Schedule of Investments | |
Percentage Interest | 87.60% |
Terra Fund Seven | |
Schedule of Investments | |
% of Members’ Capital | 12.40% |
Terra Fund Seven | Terra JV, LLC | |
Schedule of Investments | |
Percentage Interest | 12.40% |
Terra Property Trust | |
Schedule of Investments | |
% of Members’ Capital | 100% |
Percent of common stock indirect owned | 61.30% |
Terra Property Trust | Class B Common Share | |
Schedule of Investments | |
Common stock, par value (in dollars per share) | $ 0.01 |
Terra Property Trust | Terra Property Trust | |
Schedule of Investments | |
Percentage Interest | 87.40% |
Terra JV, LLC | |
Schedule of Investments | |
% of Members’ Capital | 70% |
Terra BDC | |
Schedule of Investments | |
% of Members’ Capital | 19.90% |
Terra Offshore REIT | |
Schedule of Investments | |
% of Members’ Capital | 10.10% |
Schedule of Investment - Footno
Schedule of Investment - Footnotes (Parenthetical) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2022 | Aug. 03, 2020 | ||||
Investments | |||||||
Total members’ capital | $ 209,990,059 | $ 218,076,577 | |||||
Incremental borrowing | $ 3,000,000 | ||||||
Investment, Identifier [Axis]: 1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP | |||||||
Investments | |||||||
Exit fee (as a percent) | [1] | 0.50% | |||||
Investment, Identifier [Axis]: 1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP | |||||||
Investments | |||||||
Exit fee (as a percent) | [2] | 0.50% | |||||
Investment, Identifier [Axis]: 14th & Alice Street Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 2% | [2] | 2% | [3] | |||
Coupon rate, floor (as a percent) | [2],[3] | 0.25% | |||||
Investment, Identifier [Axis]: 150 Blackstone River Road, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0% | 0% | |||||
Investment, Identifier [Axis]: 330 Tryon DE LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0.50% | [1] | 0.50% | [2] | |||
Coupon rate, floor (as a percent) | [1],[2] | 0.10% | |||||
Investment, Identifier [Axis]: 370 Lex Part Deux, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0% | [4] | 0% | [5],[6] | |||
Coupon rate, floor (as a percent) | [4],[5],[6] | 2.44% | |||||
Investment, Identifier [Axis]: 606 Fayetteville LLC and 401 E. Lakewood LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [1] | 1% | |||||
Investment, Identifier [Axis]: 610 Walnut Investors LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [6],[7] | 1% | |||||
Coupon rate, floor (as a percent) | [6],[7] | 2% | |||||
Investment, Identifier [Axis]: 870 Santa Cruz, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [1] | 1% | |||||
Coupon rate, floor (as a percent) | [1] | 0.50% | |||||
Investment, Identifier [Axis]: AAESUF Property LLC | |||||||
Investments | |||||||
Coupon rate, floor (as a percent) | [1] | 0.05% | |||||
Investment, Identifier [Axis]: AARSHW Property LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [8],[9] | 0.90% | |||||
Coupon rate, floor (as a percent) | [8],[9] | 0.15% | |||||
Investment, Identifier [Axis]: AGRE DCP Palm Springs, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1.50% | [1] | 1.50% | [2],[9] | |||
Coupon rate, floor (as a percent) | [1],[2],[9] | 1.80% | |||||
Investment, Identifier [Axis]: American Gilsonite Company | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | ||||||
Investment, Identifier [Axis]: Ann Street JV LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | ||||||
Investment, Identifier [Axis]: Asano Bankers Hill, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | ||||||
Coupon rate, floor (as a percent) | 0.25% | ||||||
Investment, Identifier [Axis]: Austin H. I. Borrower LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [1],[8] | 1% | |||||
Coupon rate, floor (as a percent) | [1],[8] | 0.25% | |||||
Investment, Identifier [Axis]: D-G Acquisition #6, LLC and D-G Quimisa, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0.50% | ||||||
Coupon rate, floor (as a percent) | 0.25% | ||||||
Investment, Identifier [Axis]: Dallas - US HWY 80 Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [9] | 1% | |||||
Coupon rate, floor (as a percent) | [9] | 2.50% | |||||
Investment, Identifier [Axis]: Dallas - 11221 Pagemill Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [9] | 1% | |||||
Coupon rate, floor (as a percent) | [9] | 2.50% | |||||
Investment, Identifier [Axis]: Dallas - 11333 Pagemill Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [9] | 1% | |||||
Coupon rate, floor (as a percent) | [9] | 2.50% | |||||
Investment, Identifier [Axis]: Dallas - Big Town Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [9] | 1% | |||||
Coupon rate, floor (as a percent) | [9] | 2.50% | |||||
Investment, Identifier [Axis]: Dallas - Oakland Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [9] | 1% | |||||
Coupon rate, floor (as a percent) | [9] | 2.50% | |||||
Investment, Identifier [Axis]: Dwight Mezz II, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0% | ||||||
Investment, Identifier [Axis]: Grandview’s Madison Place, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [10] | 0.80% | |||||
Coupon rate, floor (as a percent) | [10] | 0.05% | |||||
Investment, Identifier [Axis]: Grandview’s Remington Place, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [10] | 0.50% | |||||
Coupon rate, floor (as a percent) | [10] | 0.05% | |||||
Investment, Identifier [Axis]: Havemeyer TSM LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [5] | 1% | |||||
Investment, Identifier [Axis]: High Pointe Mezzanine Investments, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | ||||||
Investment, Identifier [Axis]: Hillsborough Owners LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | 1% | [10] | ||||
Coupon rate, floor (as a percent) | [10] | 0.25% | |||||
Investment, Identifier [Axis]: Land in Conshohocken, PA | |||||||
Investments | |||||||
Mortgage loan payable | [11] | $ 0 | |||||
Investment, Identifier [Axis]: Mesa AZ Industrial Owner, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [7],[9] | 1% | |||||
Coupon rate, floor (as a percent) | [7],[9] | 2.30% | |||||
Investment, Identifier [Axis]: Multi-tenant office building in Santa Monica, CA | |||||||
Investments | |||||||
Mortgage loan payable | $ 29,252,308 | [12] | $ 31,962,692 | [13] | |||
Investment, Identifier [Axis]: NB Factory TIC 1, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 3.30% | [10] | 3.30% | [3] | |||
Coupon rate, floor (as a percent) | [3],[10] | 0.25% | |||||
Investment, Identifier [Axis]: Patrick Henry Recovery Acquisition, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0.30% | [1] | 0.30% | [2] | |||
Coupon rate, floor (as a percent) | [1],[2] | 1.50% | |||||
Investment, Identifier [Axis]: REEC Harlem Holdings Company, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0% | [14] | 0% | [4] | |||
Investment, Identifier [Axis]: RS JZ Driggs, LLC | |||||||
Investments | |||||||
Interest income accrual suspended | $ 2,000,000 | ||||||
Exit fee (as a percent) | 1% | [3] | 1% | [5],[6],[14] | |||
Investment, Identifier [Axis]: The Lux Washington, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | [9] | 1% | [1] | |||
Coupon rate, floor (as a percent) | [1],[9] | 0.75% | |||||
Investment, Identifier [Axis]: UNJ Sole Member, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | [5] | 1% | [7] | |||
Investment, Identifier [Axis]: University Park Berkeley, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | 0.80% | [1] | 0.80% | [2],[15] | |||
Coupon rate, floor (as a percent) | [1],[2],[15] | 1.50% | |||||
Investment, Identifier [Axis]: William A. Shopoff & Cindy L. Shopoff | |||||||
Investments | |||||||
Exit fee (as a percent) | 1% | [15] | 1% | [16] | |||
Investment, Identifier [Axis]: Windy Hill PV Five CM, LLC | |||||||
Investments | |||||||
Exit fee (as a percent) | [12] | 0.50% | |||||
Coupon rate, floor (as a percent) | [12] | 2.05% | |||||
SOFR | |||||||
Investments | |||||||
Fixed rate (as a percent) | 7% | ||||||
Coupon rate, floor (as a percent) | 4.30% | ||||||
Terra Property Trust | |||||||
Investments | |||||||
Interest income accrual suspended | $ 2,900,000 | ||||||
Specific allowance for loan loss | 12,900,000 | ||||||
Mezzanine loan to a borrower to finance the acquisition | $ 10,000,000 | ||||||
Terra Property Trust | Revolving Credit Facility | |||||||
Investments | |||||||
Mortgage loan payable | 90,100,000 | $ 38,600,000 | |||||
Preferred equity investments: | Terra Property Trust | |||||||
Investments | |||||||
Interest income accrual suspended | 3,700,000 | ||||||
Specific allowance for loan loss | 11,200,000 | ||||||
Preferred equity investments: | Terra Property Trust | REEC Harlem Holdings Company LLC | |||||||
Investments | |||||||
Interest income accrual suspended | 2,300,000 | ||||||
Preferred equity investments: | Terra Property Trust | RS JZ Driggs, LLC | |||||||
Investments | |||||||
Interest income accrual suspended | 900,000 | ||||||
Term loan | Terra Property Trust | |||||||
Investments | |||||||
Mortgage loan payable | 119,800,000 | 93,800,000 | |||||
Repurchase Agreements | Terra Property Trust | |||||||
Investments | |||||||
Mortgage loan payable | 51,100,000 | 44,600,000 | |||||
Operating real estate: | Terra Property Trust | |||||||
Investments | |||||||
Real estate acquired through foreclosure | 54,000,000 | 54,000,000 | |||||
Equity investments: | |||||||
Investments | |||||||
Total commitment | $ 50,000,000 | ||||||
Fair value, investments, entities that calculate net asset value per share, unfunded commitments | 22,400,000 | ||||||
Equity investments: | Mavik Real Estate Special Opportunities Fund, LP | |||||||
Investments | |||||||
Total commitment | $ 50,000,000 | ||||||
Fair value, investments, entities that calculate net asset value per share, unfunded commitments | $ 15,100,000 | ||||||
First mortgages: | Terra Property Trust | |||||||
Investments | |||||||
Incremental borrowing | $ 4,000,000 | ||||||
Fixed rate (as a percent) | 20% | ||||||
Basis spread on variable rate | 5% | ||||||
Exit fee (as a percent) | 1.50% | ||||||
Repayment of loan | $ 2,600,000 | ||||||
Gains (losses) on restructuring of debt | $ 300,000 | ||||||
Terra Property Trust | |||||||
Investments | |||||||
Percent of common stock indirect owned | 61.30% | 76.50% | |||||
[1]These loans were used as collateral for $119.8 million of borrowings under a repurchase agreement.[2]This loan is classified as a trouble debt restructuring. Terra Property Trust does not anticipate a full recovery of the remaining principal balance, as such, the loan is fully reserved.[3]This loan is in maturity default. Terra Property Trust initiated a litigation to seek full repayment of the loan from the sponsor. For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $2.0 million on this loan because recovery of such income was doubtful.[4]This loan is currently in maturity default. For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $3.7 million on this loan because recovery of such income was doubtful. As of December 31, 2022, Terra Property Trust recorded a specific allowance for loan losses of $11.2 million on the loan as a result of a decline in the fair value of the collateral.[5]Terra Property Trust purchased a portion of the interest 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]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]Terra Property Trust sold a portion of its interest in this loan through a participation agreement to a third party.[8]Amount included $4.0 million of incremental borrowing that bears interest at an annual rate of 20.0% until certain conditions are met, at which time the interest rate will be the same as the original loan.[9]These loans were used as collateral for $90.1 million of borrowings under a revolving line of credit.[10]These loans were used as collateral for $51.1 million of borrowings under a repurchase agreement.[11]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.[12]Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.[13]Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.[14]For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $2.9 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. As of December 31, 2022, Terra Property Trust recorded a specific allowance for loan losses of $12.9 million on the loan as a result of a decline in the fair value of the collateral.[15]Amount included $3.0 million of incremental borrowing that bears interest at an annual rate of Term SOFR plus 7.0% with a SOFR floor of 4.30%.[16]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. |
Business
Business | 12 Months Ended |
Dec. 31, 2022 | |
Limited Liability Companies LLCs [Abstract] | |
Business | 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 five 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. 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. On October 1, 2022, pursuant to the BDC Merger Agreement, Terra BDC merged with and into Terra LLC, a wholly owned subsidiary of Terra Property Trust, with Terra LLC continuing as the surviving entity of the merger and as a wholly owned subsidiary of Terra Property Trust ( Note 4 ). As of December 31, 2022, Terra JV, former shareholders of Terra BDC and Terra Offshore REIT held 70.0%, 19.9% and 10.1% of the issued and outstanding shares of Terra Property Trust’s common stock, respectively, and the Company and Terra Fund 7 owned an 87.6% and 12.4% percentage interest, respectively, in Terra JV ( Note 4 ). Accordingly, as of December 31, 2022, the Company indirectly beneficially owned 61.3% of the outstanding shares of common stock of Terra Property Trust through Terra JV. 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The annual financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include all of the Company’s accounts. The accompanying annual financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K 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, and those differences could be material. 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. 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. 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 years ended December 31, 2022 and 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 years ended December 31, 2022 and 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 2019-2022 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, which has subsequently been delayed to June 30, 2023. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) — Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 deferred the sunset date of ASU 2020-04 to December 31, 2024. 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 |
Investment and Fair Value
Investment and Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Investments [Abstract] | |
Investments And Fair Value | 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. As of December 31, 2022 and 2021, Terra JV held 70.0% and 87.4%, respectively, of the issued and outstanding shares of Terra Property Trust’s common stock, 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 December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Investment Cost Fair Value % of Members’ Capital Cost Fair Value % of Members’ Capital 87.6% interest in Terra JV, LLC $ 215,070,522 $ 210,008,457 100.0 % $ 219,704,515 $ 217,324,720 99.7 % For the years ended December 31, 2022 and 2021, the Company received $11.5 million and $13.1 million of distributions from Terra JV, of which $4.6 million and $11.2 million were returns of capital, respectively. As of December 31, 2022 and 2021, the Company indirectly beneficially owned 61.3% and 76.5%, respectively, ( Note 4 ) of the outstanding shares of common stock of Terra Property Trust ( Note 4 ). The following tables present the summarized financial information of Terra Property Trust: December 31, 2022 2021 Carrying value of loans held for investment $ 626,490,767 $ 469,673,314 Equity investment in unconsolidated investments 62,498,340 69,713,793 Real estate owned, net 49,228,687 65,776,839 Cash, cash equivalent and restricted cash 36,469,592 51,098,647 Other assets 38,649,506 37,279,565 Total assets 813,336,892 693,542,158 Term loan payable, unsecured notes payable, obligations under participation (442,811,751) (364,910,392) Accounts payable, accrued expenses and other liabilities (39,996,127) (45,078,478) Lease intangible liabilities (8,646,840) (9,709,710) Total liabilities (491,454,718) (419,698,580) Total equity $ 321,882,174 $ 273,843,578 Year Ended December 31, 2022 2021 Revenues $ 56,614,446 $ 46,685,257 Expenses (70,442,473) (64,600,545) Equity income from unconsolidated investments 2,731,477 5,925,802 Other gains and losses 4,144,857 (366,241) Net loss $ (6,951,693) $ (12,355,727) Fair Value Measurements The Company follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 established a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments measured and reported at fair value are classified and disclosed into one of the following categories based on the inputs as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs. Level 3 — Significant unobservable inputs are based on the best information available in the circumstances, to the extent observable inputs are not available, including the Company’s own assumptions used in determining the fair value of investments. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. 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 December 31, 2022 and 2021: December 31, 2022 Fair Value Measurements Level 1 Level 2 Level 3 Total Investment: Equity investment in Terra JV $ — $ — $ 210,008,457 $ 210,008,457 December 31, 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Investment: Equity investment in Terra JV $ — $ — $ 217,324,720 $ 217,324,720 Changes in Level 3 investment for the years ended December 31, 2022 and 2021 were as follows: Equity Investment in Terra JV Years Ended December 31, 2022 2021 Beginning balance $ 217,324,720 $ 235,357,977 Return of capital (4,633,993) (11,210,636) Net change in unrealized depreciation on investment (2,682,270) (6,822,621) Ending balance $ 210,008,457 $ 217,324,720 Net change in unrealized depreciation on investment for the period $ (2,682,270) $ (6,822,621) Transfers between levels, if any, are recognized at the beginning of the period in which transfers occur. For the years ended December 31, 2022 and 2021, there were no transfers. The Company estimated that its other financial assets and liabilities had fair values that approximated their carrying values at December 31, 2022 and 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 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 was 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, which is using the projected income over the capitalization rate. 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 December 31, 2022 and 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 December 31, 2022 Asset Category Minimum Maximum Weighted Average Assets: Equity investment in Terra JV $ 210,008,457 ` Discounted cash flow (1)(2) Discount rate (1)(2) 5.22 % 18.51 % 16.80 % Fair Value Primary Valuation Technique Unobservable Inputs December 31, 2021 Asset Category Minimum Maximum Weighted Average Assets: 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 capitalization rate ranges from 6.00% to 6.25% as of December 31, 2022 and 5.25% to 6.00% as of December 31, 2021. Additionally, the fair value of Terra Property Trust’s investment in a 4.9 acre development parcel as 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 through 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 years ended December 31, 2022 and 2021, the Company received $11.5 million and $13.1 million of distributions from Terra JV, of which $4.6 million and $11.2 million were returns of capital, respectively. Terra BDC Merger On October 1, 2022 (the “Closing Date”), pursuant to the Terra BDC Merger Agreement, Terra BDC merged with and into Terra LLC, with Terra LLC surviving as a wholly owned subsidiary of Terra Property Trust. The Certificate of Merger and Articles of Merger with respect to the Terra BDC Merger were filed with the Secretary of State of the State of Delaware and State Department of Assessments and Taxation of Maryland (the “SDAT”), respectively, with an effective time and date of 12:02 a.m., Eastern Time, on the Closing Date (the “Effective Time”). At the Effective Time, except for any shares of common stock, par value $0.001 per share, of Terra BDC (“Terra BDC Common Stock”) held by Terra Property Trust or any wholly owned subsidiary of Terra Property Trust or Terra BDC, which shares were automatically retired and ceased to exist with no consideration paid therefor, each issued and outstanding share of Terra BDC Common Stock was automatically cancelled and retired and converted into the right to receive (i) 0.595 shares of TPT Class B Common Stock, and (ii) cash, without interest, in lieu of any fractional shares of TPT 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 TPT Class B Common Stock to which such holder would otherwise be entitled by (y) $14.38. Pursuant to the terms of the transactions described in the Terra BDC Merger Agreement, approximately 4,847,910 shares of TPT Class B Common Stock were issued to former Terra BDC stockholders in connection with the Terra BDC Merger, based on the number of outstanding shares of Terra BDC Common Stock as of the Closing Date. Following the consummation of the Terra BDC Merger, former Terra BDC stockholders owned approximately 19.9% of the common equity of Terra Property Trust and the Company indirectly beneficially owned approximately 61.3% of the common equity of Terra Property Trust. Assumption of Notes As previously reported by Terra BDC, on February 3, 2021, Terra BDC and Terra Income Advisors, LLC entered into an Underwriting Agreement with Ladenburg Thalmann & Co. Inc., on behalf of the underwriters named in Schedule I thereto (the “Underwriters”), in connection with the offer and sale by Terra BDC to the Underwriters of $34,750,000 aggregate principal amount of Terra BDC’s 7.00% Notes due 2026 (the “TIF6 Notes”), which closed on February 10, 2021. On February 25, 2021, the Underwriters partially exercised their over-allotment option to purchase an additional $3,635,000 aggregate principal amount of the TIF6 Notes, which closed on February 26, 2021. Pursuant to the Terra BDC Merger Agreement, Terra LLC agreed to take all necessary action to assume the payment of the principal of and interest on all of the TIF6 Notes outstanding as of the Effective Time and the performance of every covenant of the Indenture, dated February 10, 2021 (the “TIF6 Indenture”), between Terra BDC and U.S. Bank National Association (the “TIF6 Trustee”), as supplemented by the First Supplemental Indenture, dated February 10, 2021, by and between Terra BDC and the TIF6 Trustee (the “First Supplemental Indenture”), to be performed or observed by Terra BDC, including, without limitation, the execution and delivery to the TIF6 Trustee of a supplement to the TIF6 Indenture in form satisfactory to the TIF6 Trustee. On the Closing Date, Terra BDC, Terra LLC and the TIF6 Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) pursuant to which Terra LLC assumed the payment of the TIF6 Notes and the performance of every covenant of the TIF6 Indenture, as supplemented by the First Supplemental Indenture, to be performed or observed by Terra BDC. The TIF6 Notes will mature on March 31, 2026, unless earlier repurchased or redeemed. The TIF6 Notes bear interest at a rate of 7.00% per annum, payable on March 30, June 30, September 30 and December 30 of each year. The TIF6 Notes are Terra LLC’s direct unsecured obligations and rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by Terra LLC; effectively subordinated in right of payment to any of Terra LLC’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of Terra LLC’s subsidiaries and financing vehicles. Terra LLC may redeem the TIF6 Notes in whole or in part at any time on or after February 10, 2023, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest. The TIF6 Indenture contains certain covenants that, among other things, limit the ability of Terra LLC, subject to exceptions, to incur indebtedness in violation of the Investment Company Act of 1940, as amended, and to make distributions, incur indebtedness or repurchase shares of Terra LLC’s capital stock unless it satisfies asset coverage requirements set forth in the First Supplemental Indenture after giving effect to such transaction. The TIF6 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the TIF6 Notes to become or to be declared due and payable. Amendment to Credit Facility As previously reported by Terra BDC, on April 9, 2021, Terra BDC, as borrower, entered into a credit agreement (the “Credit Agreement”) with Eagle Point Credit Management LLC, as the administrative agent and collateral agent (“Eagle Point”), and certain funds and accounts managed by Eagle Point, as lenders (in such capacity, collectively, the “Lenders”). The Credit Agreement provides for (i) a delayed draw term loan of $25,000,000 and (ii) additional incremental loans in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof, which may be approved by a Lender in its sole discretion. On September 27, 2022, Terra BDC, Terra LLC, Eagle Point and the Lenders entered into a Consent Letter and Amendment (the “Credit Facility Amendment”). Pursuant to the Credit Facility Amendment (i) Eagle Point and the Lenders consented to the consummation of the Terra BDC Merger and the assumption by Terra LLC of all of the obligations of Terra BDC under the Credit Agreement, (ii) and the Credit Agreement was amended to, among other things, change the scheduled maturity date to July 1, 2023, and remove the make whole premium on voluntary prepayments of the loans. Amendment to the Charter On the Closing Date, Terra Property Trust filed with the SDAT Articles of Amendment to the Articles of Amendment and Restatement of Terra Property Trust (the “TPT Charter Amendment”). Pursuant to the TPT Charter Amendment, (i) the authorized shares of stock which Terra Property Trust has authority to issue were increased from 500,000,000 to 950,000,000, consisting of 450,000,000 shares of Class A Common Stock, $0.01 par value per share (“TPT Class A Common Stock”), 450,000,000 shares of TPT 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 was automatically changed into one issued and outstanding share of TPT Class B Common Stock. The TPT Class B Common Stock rank equally with and have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as each other share of Terra Property Trust’s common stock, except as set forth below with respect to conversion. On the date that is 180 calendar days (or, if such date is not a business day, the next business day) after the date (the “First Conversion Date”) of initial listing of shares of TPT Class A Common Stock for trading on a national securities exchange or such earlier date as approved by the Terra Property Trust board of directors (the “TPT Board”), one-third of the issued and outstanding shares of TPT 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 TPT 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 TPT Class A Common Stock for trading on a national securities exchange or such earlier date following the First Conversion Date as approved by the TPT Board (the “Second Conversion Date”), one-half of the issued and outstanding shares of TPT 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 TPT 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 TPT Class A Common Stock for trading on a national securities exchange or such earlier date following the Second Conversion Date as approved by the TPT Board, all of the issued and outstanding shares of TPT 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 TPT Class A Common Stock. Appointment of Directors As of the Effective Time and in accordance with the Terra BDC Merger Agreement, the size of the TPT Board was increased by three members and each of Spencer Goldenberg, Adrienne Everett and Gaurav Misra (each a “Terra BDC Designee”, and collectively, the “Terra BDC Designees”) were elected to the TPT Board to fill the vacancies created by such increase, with each Terra BDC Designee to serve until Terra Property Trust’s next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Each of the other members of the TPT Board immediately prior to the Effective Time will continue as members following the Effective Time. Voting Support Agreement On the Closing Date, Terra Property Trust, Terra JV and Terra Offshore REIT entered into a Voting Support Agreement (the “2022 Voting Agreement”). Pursuant to the 2022 Voting Agreement, effective as of the Closing Date, Terra JV and Terra Offshore REIT have agreed to, at any meeting of Terra Property Trust’s stockholders called for the purpose of electing directors (or by any consent in writing or by electronic transmission in lieu of any such meeting), cast all votes entitled to be cast by each of them in favor of the election of the Terra BDC Designees until the earlier of (i) the first anniversary of the Closing Date, (ii) the TPT Class B Common Stock Distributions (as defined in the 2022 Voting Agreement) or (iii) an amendment and restatement of the Amended and Restated Management Agreement between Terra Property Trust and TPT Advisor approved by the TPT Board, including the Terra BDC Designees. Indemnification Agreements Terra Property Trust has entered into customary indemnification agreements with each member of the TPT Board (including each Terra BDC Designee).These agreements, among other things, require Terra Property Trust to indemnify each director to the maximum extent permitted by Maryland law, including indemnification of expenses such as attorney’s fees, judgments, fines and settlement amounts incurred in any action or proceeding, including any action or proceeding by or in right of Terra Property Trust, arising out of his or her service as a director. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Members' Capital
Members' Capital | 12 Months Ended |
Dec. 31, 2022 | |
Limited Liability Company (LLC) Members' Equity [Abstract] | |
Members' Capital | Members’ Capital As of December 31, 2022 and 2021, the Company had 6,622.2 and 6,636.6 units outstanding, respectively. The net asset value per unit was $31,710 and $32,860 as of December 31, 2022 and 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 Funds 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 years ended December 31, 2022 and 2021, the Company made total distributions to non-managing members of $11.3 million and $11.9 million, respectively. For the year ended months ended December 31, 2022 and 2021, the Company did not accrue or 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 December 31, 2022 and 2021, no such reserve was established. For the years ended December 31, 2022 and 2021, the Company redeemed 14.4 units and 1.1 units for $0.5 million. and $0.04 million, respectively. Allocation of Income (Loss) |
Financial Highlights
Financial Highlights | 12 Months Ended |
Dec. 31, 2022 | |
Investment Company, Financial Highlights [Abstract] | |
Financial Highlights | 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 years ended December 31, 2022 and 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. The following summarizes the Company’s financial highlights for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Per unit operating performance: Net asset value per unit, beginning of year $ 32,860 $ 35,467 Increase (decrease) in members’ capital from operations (1) : Net investment income 954 217 Net change in unrealized depreciation on investment (404) (1,028) Total increase (decrease) in members’ capital from operations 550 (811) Distributions to members (2) : Capital distributions (1,698) (1,796) Net decrease in members’ capital resulting from distributions (1,698) (1,796) Capital share transactions: Capital redemption and other (2) — Net decrease in members’ capital resulting from capital share transactions (2) — Net asset value per unit, end of year $ 31,710 $ 32,860 Ratios to average net assets: Expenses 0.25 % 0.20 % Net investment income 2.93 % 0.63 % IRR, beginning of year 4.91 % 5.82 % IRR, end of year 4.65 % 4.91 % _______________ (1) The per unit data was derived by using the weighted average units outstanding during the applicable periods, which were 6,627.7 and 6,635.9 for the years ended December 31, 2022 and 2021. (2) The per unit data for distributions reflects the actual amount of distributions paid per unit during the periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated subsequent events through the date the financial statements were available to be issued. Management has determined that there are no material events other than the ones below that would require adjustment to, or disclosure in, the Company’s financial statements.On January 20, 2023, the TPT Board adopted a distribution reinvestment plan (the “Plan”), pursuant to which Terra Property Trust’s stockholders may elect to reinvest cash distributions payable by Terra Property Trust in additional shares of Class A Common Stock and Class B Common Stock, at the price per share determined pursuant to the Plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The annual financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include all of the Company’s accounts. The accompanying annual financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K 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 | 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, and those differences could be material. |
Equity Investment in Terra JV | 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 | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, with original maturities of ninety days or less when purchased, as cash equivalents. |
Income Taxes | 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 years ended December 31, 2022 and 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 |
Recent Accounting Pronouncement | 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, which has subsequently been delayed to June 30, 2023. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) — Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 deferred the sunset date of ASU 2020-04 to December 31, 2024. 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 |
Fair Value Measurement | The Company follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 established a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments measured and reported at fair value are classified and disclosed into one of the following categories based on the inputs as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs. Level 3 — Significant unobservable inputs are based on the best information available in the circumstances, to the extent observable inputs are not available, including the Company’s own assumptions used in determining the fair value of investments. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. |
Investment and Fair Value (Tabl
Investment and Fair Value (Tables) - Terra Property Trust | 12 Months Ended |
Dec. 31, 2022 | |
Investments | |
Summary Investment Holdings | The following tables present a summary of the Company’s investment at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Investment Cost Fair Value % of Members’ Capital Cost Fair Value % of Members’ Capital 87.6% interest in Terra JV, LLC $ 215,070,522 $ 210,008,457 100.0 % $ 219,704,515 $ 217,324,720 99.7 % |
Summary of Financial Information | The following tables present the summarized financial information of Terra Property Trust: December 31, 2022 2021 Carrying value of loans held for investment $ 626,490,767 $ 469,673,314 Equity investment in unconsolidated investments 62,498,340 69,713,793 Real estate owned, net 49,228,687 65,776,839 Cash, cash equivalent and restricted cash 36,469,592 51,098,647 Other assets 38,649,506 37,279,565 Total assets 813,336,892 693,542,158 Term loan payable, unsecured notes payable, obligations under participation (442,811,751) (364,910,392) Accounts payable, accrued expenses and other liabilities (39,996,127) (45,078,478) Lease intangible liabilities (8,646,840) (9,709,710) Total liabilities (491,454,718) (419,698,580) Total equity $ 321,882,174 $ 273,843,578 Year Ended December 31, 2022 2021 Revenues $ 56,614,446 $ 46,685,257 Expenses (70,442,473) (64,600,545) Equity income from unconsolidated investments 2,731,477 5,925,802 Other gains and losses 4,144,857 (366,241) Net loss $ (6,951,693) $ (12,355,727) |
Summary of Company's equity investment at fair value on a recurring basis | The following table summarizes the Company’s equity investment at fair value on a recurring basis as of December 31, 2022 and 2021: December 31, 2022 Fair Value Measurements Level 1 Level 2 Level 3 Total Investment: Equity investment in Terra JV $ — $ — $ 210,008,457 $ 210,008,457 December 31, 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Investment: Equity investment in Terra JV $ — $ — $ 217,324,720 $ 217,324,720 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in Level 3 investment for the years ended December 31, 2022 and 2021 were as follows: Equity Investment in Terra JV Years Ended December 31, 2022 2021 Beginning balance $ 217,324,720 $ 235,357,977 Return of capital (4,633,993) (11,210,636) Net change in unrealized depreciation on investment (2,682,270) (6,822,621) Ending balance $ 210,008,457 $ 217,324,720 Net change in unrealized depreciation on investment for the period $ (2,682,270) $ (6,822,621) |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques | The following tables summarize the valuation techniques and significant unobservable inputs used by the Company to value the Level 3 investments as of December 31, 2022 and 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 December 31, 2022 Asset Category Minimum Maximum Weighted Average Assets: Equity investment in Terra JV $ 210,008,457 ` Discounted cash flow (1)(2) Discount rate (1)(2) 5.22 % 18.51 % 16.80 % Fair Value Primary Valuation Technique Unobservable Inputs December 31, 2021 Asset Category Minimum Maximum Weighted Average Assets: 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. |
Financial Highlights (Tables)
Financial Highlights (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investment Company, Financial Highlights [Abstract] | |
Summary of Financial Highlights | The following summarizes the Company’s financial highlights for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Per unit operating performance: Net asset value per unit, beginning of year $ 32,860 $ 35,467 Increase (decrease) in members’ capital from operations (1) : Net investment income 954 217 Net change in unrealized depreciation on investment (404) (1,028) Total increase (decrease) in members’ capital from operations 550 (811) Distributions to members (2) : Capital distributions (1,698) (1,796) Net decrease in members’ capital resulting from distributions (1,698) (1,796) Capital share transactions: Capital redemption and other (2) — Net decrease in members’ capital resulting from capital share transactions (2) — Net asset value per unit, end of year $ 31,710 $ 32,860 Ratios to average net assets: Expenses 0.25 % 0.20 % Net investment income 2.93 % 0.63 % IRR, beginning of year 4.91 % 5.82 % IRR, end of year 4.65 % 4.91 % _______________ (1) The per unit data was derived by using the weighted average units outstanding during the applicable periods, which were 6,627.7 and 6,635.9 for the years ended December 31, 2022 and 2021. (2) The per unit data for distributions reflects the actual amount of distributions paid per unit during the periods. |
Business (Details)
Business (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) fund | Dec. 31, 2021 | Mar. 02, 2020 USD ($) shares | |
Terra JV, LLC | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
% of Members’ Capital | 70% | 99.70% | |
Terra BDC | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
% of Members’ Capital | 19.90% | ||
Terra Offshore REIT | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
% of Members’ Capital | 10.10% | ||
Terra Property Trust | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
Number Of investment funds | fund | 5 | ||
Common stock issued (in shares) | shares | 4,574,470.35 | ||
Participating mortgage loans, amount | $ 49.8 | ||
Cash | $ 25.5 | ||
% of Members’ Capital | 87.60% | ||
Beneficial ownership percentage | 61.30% | ||
Minimum | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
Principal amount | $ 10 | ||
Maximum | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
Principal amount | $ 50 | ||
Terra Fund Seven | |||
Subsidiary of Limited Liability Company or Limited Partnership | |||
% of Members’ Capital | 12.40% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
UBT at statutory rate | 4% |
Investment and Fair Value (Narr
Investment and Fair Value (Narratives) (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) a | Jun. 30, 2022 a | |
Fair Value, Investment | |||
Proceeds from Equity Method Investment, Distribution | $ 11,500,000 | $ 13,100,000 | |
Return of capital on investment | $ 4,633,993 | $ 11,210,636 | |
Terra Property Trust | |||
Fair Value, Investment | |||
Percentage Interest | 70% | 87.40% | |
Terra Property Trust | |||
Fair Value, Investment | |||
Percent of common stock indirect owned | 61.30% | 76.50% | |
Terra Property Trust | Terra Property Trust | |||
Fair Value, Investment | |||
Percentage Interest | 87.40% | 87.40% | |
Terra Property Trust | Estimated selling price method | |||
Fair Value, Investment | |||
Area of land | a | 4.9 | 4.9 | |
Terra Fund Seven | Terra JV, LLC | |||
Fair Value, Investment | |||
Percentage Interest | 12.40% | 12.40% | |
Terra Fund Five | Terra JV, LLC | |||
Fair Value, Investment | |||
Percentage Interest | 87.60% | 87.60% |
Investment and Fair Value (Summ
Investment and Fair Value (Summary Investment Holdings) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |||
Investments | |||||
Fair Value | $ 210,008,457 | $ 217,324,720 | |||
Investment, Identifier [Axis]: 1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP | |||||
Investments | |||||
Amortized Cost | [1] | 57,453,482 | |||
Fair Value | [1],[2] | $ 56,844,322 | |||
% of Members’ Capital | [1],[3] | 16.70% | |||
Investment, Identifier [Axis]: 1389 Peachtree St, LP; 1401 Peachtree St, LP; 1409 Peachtree St, LP | |||||
Investments | |||||
Amortized Cost | [4] | 53,536,884 | |||
Fair Value | [2],[4] | $ 52,031,363 | |||
% of Members’ Capital | [3],[4] | 18.30% | |||
Investment, Identifier [Axis]: 14th & Alice Street Owner, LLC | |||||
Investments | |||||
Amortized Cost | $ 1,364,944 | [4] | $ 40,089,153 | [5] | |
Fair Value | [2] | $ 0 | [4] | $ 40,130,448 | [5] |
% of Members’ Capital | [3] | 0% | [4] | 14.10% | [5] |
Investment, Identifier [Axis]: 150 Blackstone River Road, LLC | |||||
Investments | |||||
Amortized Cost | $ 7,000,000 | $ 7,000,000 | |||
Fair Value | [2] | $ 6,638,219 | $ 6,982,101 | ||
% of Members’ Capital | [3] | 1.90% | 2.40% | ||
Investment, Identifier [Axis]: 330 Tryon DE LLC | |||||
Investments | |||||
Amortized Cost | $ 22,902,215 | [1] | $ 22,902,354 | [4] | |
Fair Value | [2] | $ 22,687,235 | [1] | $ 22,594,654 | [4] |
% of Members’ Capital | [3] | 6.60% | [1] | 7.90% | [4] |
Investment, Identifier [Axis]: 370 Lex Part Deux, LLC | |||||
Investments | |||||
Amortized Cost | $ 67,586,792 | [6] | $ 60,012,639 | [7],[8] | |
Fair Value | [2] | $ 56,338,079 | [6] | $ 57,858,019 | [7],[8] |
% of Members’ Capital | [3] | 16.50% | [6] | 20.30% | [7],[8] |
Investment, Identifier [Axis]: 606 Fayetteville LLC and 401 E. Lakewood LLC | |||||
Investments | |||||
Amortized Cost | [1] | $ 16,935,803 | |||
Fair Value | [1],[2] | $ 16,974,601 | |||
% of Members’ Capital | [1],[3] | 6% | |||
Investment, Identifier [Axis]: 610 Walnut Investors LLC | |||||
Investments | |||||
Amortized Cost | [8],[9] | $ 18,738,386 | |||
Fair Value | [2],[8],[9] | $ 18,767,281 | |||
% of Members’ Capital | [3],[8],[9] | 5.50% | |||
Investment, Identifier [Axis]: 870 Santa Cruz, LLC | |||||
Investments | |||||
Amortized Cost | [1] | $ 17,669,303 | |||
Fair Value | [1],[2] | $ 17,781,285 | |||
% of Members’ Capital | [1],[3] | 6.20% | |||
Investment, Identifier [Axis]: AAESUF Property LLC | |||||
Investments | |||||
Amortized Cost | [1] | $ 18,288,969 | |||
Fair Value | [1],[2] | $ 18,587,586 | |||
% of Members’ Capital | [1],[3] | 5.40% | |||
Investment, Identifier [Axis]: AARSHW Property LLC | |||||
Investments | |||||
Amortized Cost | [10],[11] | $ 44,669,513 | |||
Fair Value | [2],[10],[11] | $ 44,702,632 | |||
% of Members’ Capital | [3],[10],[11] | 13% | |||
Investment, Identifier [Axis]: AGRE DCP Palm Springs, LLC | |||||
Investments | |||||
Amortized Cost | $ 43,758,804 | [1] | $ 43,669,992 | [4],[11] | |
Fair Value | [2] | $ 43,062,933 | [1] | $ 43,829,842 | [4],[11] |
% of Members’ Capital | [3] | 12.60% | [1] | 15.50% | [4],[11] |
Investment, Identifier [Axis]: American Gilsonite Company | |||||
Investments | |||||
Amortized Cost | $ 21,840,359 | ||||
Fair Value | [2] | $ 21,443,528 | |||
% of Members’ Capital | [3] | 6.30% | |||
Investment, Identifier [Axis]: Ann Street JV LLC | |||||
Investments | |||||
Amortized Cost | $ 15,648,482 | ||||
Fair Value | [2] | $ 15,127,126 | |||
% of Members’ Capital | [3] | 4.40% | |||
Investment, Identifier [Axis]: Asano Bankers Hill, LLC | |||||
Investments | |||||
Amortized Cost | $ 17,920,424 | ||||
Fair Value | [2] | $ 17,578,839 | |||
% of Members’ Capital | [3] | 5.10% | |||
Investment, Identifier [Axis]: Austin H. I. Borrower LLC | |||||
Investments | |||||
Amortized Cost | [1],[10] | $ 13,725,690 | |||
Fair Value | [1],[2],[10] | $ 13,735,569 | |||
% of Members’ Capital | [1],[3],[10] | 4.80% | |||
Investment, Identifier [Axis]: D-G Acquisition #6, LLC and D-G Quimisa, LLC | |||||
Investments | |||||
Amortized Cost | $ 8,605,341 | ||||
Fair Value | [2] | $ 8,645,413 | |||
% of Members’ Capital | [3] | 3% | |||
Investment, Identifier [Axis]: Dallas - US HWY 80 Owner, LLC | |||||
Investments | |||||
Amortized Cost | [11] | $ 11,482,294 | |||
Fair Value | [2],[11] | $ 11,482,294 | |||
% of Members’ Capital | [3],[11] | 3.40% | |||
Investment, Identifier [Axis]: Dallas - 11221 Pagemill Owner, LLC | |||||
Investments | |||||
Amortized Cost | [11] | $ 7,682,398 | |||
Fair Value | [2],[11] | $ 7,682,398 | |||
% of Members’ Capital | [3],[11] | 2.20% | |||
Investment, Identifier [Axis]: Dallas - 11333 Pagemill Owner, LLC | |||||
Investments | |||||
Amortized Cost | [11] | $ 12,390,965 | |||
Fair Value | [2],[11] | $ 12,390,965 | |||
% of Members’ Capital | [3],[11] | 3.60% | |||
Investment, Identifier [Axis]: Dallas - Big Town Owner, LLC | |||||
Investments | |||||
Amortized Cost | [11] | $ 26,838,830 | |||
Fair Value | [2],[11] | $ 26,838,830 | |||
% of Members’ Capital | [3],[11] | 7.80% | |||
Investment, Identifier [Axis]: Dallas - Oakland Owner, LLC | |||||
Investments | |||||
Amortized Cost | [11] | $ 9,747,559 | |||
Fair Value | [2],[11] | $ 9,747,559 | |||
% of Members’ Capital | [3],[11] | 2.80% | |||
Investment, Identifier [Axis]: Dwight Mezz II, LLC | |||||
Investments | |||||
Amortized Cost | $ 2,916,369 | ||||
Fair Value | [2] | $ 2,914,042 | |||
% of Members’ Capital | [3] | 0.90% | |||
Investment, Identifier [Axis]: Grandview’s Madison Place, LLC | |||||
Investments | |||||
Amortized Cost | [12] | $ 17,105,928 | |||
Fair Value | [2],[12] | $ 17,105,928 | |||
% of Members’ Capital | [3],[12] | 5% | |||
Investment, Identifier [Axis]: Grandview’s Remington Place, LLC | |||||
Investments | |||||
Amortized Cost | [12] | $ 23,199,620 | |||
Fair Value | [2],[12] | $ 23,203,343 | |||
% of Members’ Capital | [3],[12] | 6.80% | |||
Investment, Identifier [Axis]: Havemeyer TSM LLC | |||||
Investments | |||||
Amortized Cost | [7] | $ 3,313,813 | |||
Fair Value | [2],[7] | $ 3,315,293 | |||
% of Members’ Capital | [3],[7] | 1% | |||
Investment, Identifier [Axis]: High Pointe Mezzanine Investments, LLC | |||||
Investments | |||||
Amortized Cost | $ 3,145,614 | ||||
Fair Value | [2] | $ 3,059,611 | |||
% of Members’ Capital | [3] | 1.10% | |||
Investment, Identifier [Axis]: Hillsborough Owners LLC | |||||
Investments | |||||
Amortized Cost | $ 21,138,947 | $ 4,866,542 | [12] | ||
Fair Value | [2] | $ 20,947,571 | $ 4,883,878 | [12] | |
% of Members’ Capital | [3] | 6.10% | 1.70% | [12] | |
Investment, Identifier [Axis]: Land in Conshohocken, PA | |||||
Investments | |||||
Fair Value | [13],[14] | $ 10,000,000 | |||
% of Members’ Capital | [14],[15],[16] | 3.50% | |||
Investment, Identifier [Axis]: Mesa AZ Industrial Owner, LLC | |||||
Investments | |||||
Amortized Cost | [9],[11] | $ 31,276,468 | |||
Fair Value | [2],[9],[11] | $ 31,276,468 | |||
% of Members’ Capital | [3],[9],[11] | 9.10% | |||
Investment, Identifier [Axis]: Multi-tenant office building in Santa Monica, CA | |||||
Investments | |||||
Fair Value | $ 52,500,000 | [2],[17] | $ 65,043,111 | [13],[18] | |
% of Members’ Capital | 6.80% | [3],[17],[19] | 11.60% | [15],[16],[18] | |
Investment, Identifier [Axis]: NB Factory TIC 1, LLC | |||||
Investments | |||||
Amortized Cost | $ 28,857,892 | [12] | $ 28,420,056 | [5] | |
Fair Value | [2] | $ 28,902,234 | [12] | $ 28,851,547 | [5] |
% of Members’ Capital | [3] | 8.40% | [12] | 10.10% | [5] |
Investment, Identifier [Axis]: Nexpoint Real Estate Finance, Inc. - Cumulative Series A Preferred Shares | |||||
Investments | |||||
Amortized Cost | [20] | $ 1,176,006 | |||
Fair Value | [20] | $ 1,310,000 | |||
% of Members’ Capital | [16],[20] | 0.50% | |||
Investment, Identifier [Axis]: Patrick Henry Recovery Acquisition, LLC | |||||
Investments | |||||
Amortized Cost | $ 18,041,782 | [1] | $ 18,041,124 | [4] | |
Fair Value | [2] | $ 17,824,300 | [1] | $ 18,055,377 | [4] |
% of Members’ Capital | [3] | 5.20% | [1] | 6.30% | [4] |
Investment, Identifier [Axis]: REEC Harlem Holdings Company, LLC | |||||
Investments | |||||
Amortized Cost | $ 15,983,234 | [21] | $ 16,633,292 | [6] | |
Fair Value | [2] | $ 3,090,588 | [21] | $ 3,708,310 | [6] |
% of Members’ Capital | [3] | 0.90% | [21] | 1.30% | [6] |
Investment, Identifier [Axis]: RS JZ Driggs, LLC | |||||
Investments | |||||
Amortized Cost | $ 4,993,245 | [5] | $ 15,754,641 | [7],[8],[21] | |
Fair Value | [2] | $ 4,993,245 | [5] | $ 15,748,942 | [7],[8],[21] |
% of Members’ Capital | [3] | 1.50% | [5] | 5.50% | [7],[8],[21] |
Investment, Identifier [Axis]: Terra JV, LLC | |||||
Investments | |||||
Amortized Cost | $ 215,070,522 | $ 219,704,515 | |||
Fair Value | $ 210,008,457 | ||||
% of Members’ Capital | 100% | 99.70% | |||
Investment, Identifier [Axis]: Terra Property Trust, Inc. Corporate Bonds | |||||
Investments | |||||
Amortized Cost | [22] | $ 136,265 | |||
Fair Value | [22] | $ 147,960 | |||
% of Members’ Capital | [3],[22] | 0.04% | |||
Investment, Identifier [Axis]: The Lux Washington, LLC | |||||
Investments | |||||
Amortized Cost | $ 16,722,091 | [11] | $ 3,382,683 | [1] | |
Fair Value | [2] | $ 16,882,333 | [11] | $ 3,553,330 | [1] |
% of Members’ Capital | [3] | 4.90% | [11] | 1.20% | [1] |
Investment, Identifier [Axis]: UNJ Sole Member, LLC | |||||
Investments | |||||
Amortized Cost | $ 7,482,547 | [7] | $ 7,477,190 | [9] | |
Fair Value | [2] | $ 7,371,101 | [7] | $ 7,477,190 | [9] |
% of Members’ Capital | [3] | 2.20% | [7] | 2.60% | [9] |
Investment, Identifier [Axis]: University Park Berkeley, LLC | |||||
Investments | |||||
Amortized Cost | $ 26,536,122 | [1] | $ 25,991,962 | [4],[23] | |
Fair Value | [2] | $ 26,472,938 | [1] | $ 26,015,500 | [4],[23] |
% of Members’ Capital | [3] | 7.70% | [1] | 9.10% | [4],[23] |
Investment, Identifier [Axis]: William A. Shopoff & Cindy L. Shopoff | |||||
Investments | |||||
Amortized Cost | $ 29,080,183 | [23] | $ 25,206,964 | [24] | |
Fair Value | $ 28,926,544 | [2],[23] | $ 25,206,965 | [13],[24] | |
% of Members’ Capital | 8.40% | [3],[23] | 8.80% | [16],[24] | |
Investment, Identifier [Axis]: Windy Hill PV Five CM, LLC | |||||
Investments | |||||
Amortized Cost | [17] | $ 50,264,568 | |||
Fair Value | [2],[17] | $ 50,077,674 | |||
% of Members’ Capital | [3],[17] | 17.60% | |||
Terra JV, LLC | |||||
Investments | |||||
Fair Value | $ 210,008,457 | $ 217,324,720 | |||
% of Members’ Capital | 70% | 99.70% | |||
Terra JV, LLC | Level 3 | |||||
Investments | |||||
Fair Value | $ 210,008,457 | $ 217,324,720 | |||
[1]These loans were used as collateral for $119.8 million of borrowings under a repurchase agreement.[2]Because there is no readily available market for these 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.[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 $210.0 million at December 31, 2022.[4]This loan is classified as a trouble debt restructuring. Terra Property Trust does not anticipate a full recovery of the remaining principal balance, as such, the loan is fully reserved.[5]This loan is in maturity default. Terra Property Trust initiated a litigation to seek full repayment of the loan from the sponsor. For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $2.0 million on this loan because recovery of such income was doubtful.[6]This loan is currently in maturity default. For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $3.7 million on this loan because recovery of such income was doubtful. As of December 31, 2022, Terra Property Trust recorded a specific allowance for loan losses of $11.2 million on the loan as a result of a decline in the fair value of the collateral.[7]Terra Property Trust purchased a portion of the interest 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.[8]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.[9]Terra Property Trust sold a portion of its interest in this loan through a participation agreement to a third party.[10]Amount included $4.0 million of incremental borrowing that bears interest at an annual rate of 20.0% until certain conditions are met, at which time the interest rate will be the same as the original loan.[11]These loans were used as collateral for $90.1 million of borrowings under a revolving line of credit.[12]These loans were used as collateral for $51.1 million of borrowings under a repurchase agreement.[13]Because there is no readily available market for these 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.[14]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.[15]Percentage is based on Terra Property Trust’s net exposure on the property (real estate owned less encumbrance).[16]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 $218.1 million at December 31, 2021.[17]Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.[18]Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage.[19]Percentage is based on Terra Property Trust’s net exposure on the property (real estate owned less encumbrance).[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]For the year ended December 31, 2022, Terra Property Trust suspended interest income accrual of $2.9 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. As of December 31, 2022, Terra Property Trust recorded a specific allowance for loan losses of $12.9 million on the loan as a result of a decline in the fair value of the collateral.[22]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.[23]Amount included $3.0 million of incremental borrowing that bears interest at an annual rate of Term SOFR plus 7.0% with a SOFR floor of 4.30%.[24]The loan participations from Terra Property Trust do not qualify for sale accounting and therefore, the gross amount of these loans remain in Terra Property Trust’s consolidated balance sheets. |
Investment and Fair Value (Su_2
Investment and Fair Value (Summary of Financial Information of Terra Property Trust) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Investment | |||
Cash, cash equivalent and restricted cash | $ 102,256 | $ 836,052 | $ 225,214 |
Total assets | 210,151,147 | 218,194,602 | |
Total liabilities | (161,088) | (118,025) | |
Terra Property Trust | Equity Method Investment - Investee | |||
Fair Value, Investment | |||
Carrying value of loans held for investment | 626,490,767 | 469,673,314 | |
Equity investment in unconsolidated investments | 62,498,340 | 69,713,793 | |
Real estate owned, net | 49,228,687 | 65,776,839 | |
Cash, cash equivalent and restricted cash | 36,469,592 | 51,098,647 | |
Other assets | 38,649,506 | 37,279,565 | |
Total assets | 813,336,892 | 693,542,158 | |
Term loan payable, unsecured notes payable, obligations under participation agreements, repurchase agreement payable, mortgage loan payable, revolving line of credit and secured borrowing | (442,811,751) | (364,910,392) | |
Accounts payable, accrued expenses and other liabilities | (39,996,127) | (45,078,478) | |
Lease intangible liabilities | (8,646,840) | (9,709,710) | |
Total liabilities | (491,454,718) | (419,698,580) | |
Total equity | $ 321,882,174 | $ 273,843,578 |
Investment and Fair Value (Su_3
Investment and Fair Value (Summary of Financial Information) (Details) - Terra Property Trust - Equity Method Investment - Investee - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments | ||
Revenues | $ 56,614,446 | $ 46,685,257 |
Expenses | (70,442,473) | (64,600,545) |
Equity income from unconsolidated investments | 2,731,477 | 5,925,802 |
Other gains and losses | 4,144,857 | (366,241) |
Net loss | $ (6,951,693) | $ (12,355,727) |
Investment and Fair Value (Su_4
Investment and Fair Value (Summary of Equity Investment at Fair Value on a Recurring Basis) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair Value | $ 210,008,457 | $ 217,324,720 |
Terra JV, LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair Value | 210,008,457 | 217,324,720 |
Level 1 | Terra JV, LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair Value | 0 | 0 |
Level 2 | Terra JV, LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair Value | 0 | 0 |
Level 3 | Terra JV, LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair Value | $ 210,008,457 | $ 217,324,720 |
Investments and Fair Value (Sum
Investments and Fair Value (Summary of Changes in Level 3 Investments) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Net change in unrealized depreciation on investment | $ (2,682,270) | $ (6,822,621) |
Fair Value Asset Recurring Basis Still Held Unrealized Gain Loss Statement Of Income Extensible List Not Disclosed Flag | Net change in unrealized depreciation on investment for the period relating to those Level 3 assets that were still held by the Company | |
Terra JV, LLC | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 217,324,720 | 235,357,977 |
Return of capital | (4,633,993) | (11,210,636) |
Net change in unrealized depreciation on investment | (2,682,270) | (6,822,621) |
Ending balance | 210,008,457 | 217,324,720 |
Net change in unrealized depreciation on investment for the period relating to those Level 3 assets that were still held by the Company | $ (2,682,270) | $ (6,822,621) |
Investment and Fair Value (Su_5
Investment and Fair Value (Summary of Valuation Techniques and Significant Unobservable Inputs) (Details) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 a | Dec. 31, 2021 USD ($) a |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | $ 210,008,457 | $ 217,324,720 | |
Terra Property Trust | Estimated selling price method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Area of land | a | 4.9 | 4.9 | |
Terra JV, LLC | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | 210,008,457 | $ 217,324,720 | |
Terra JV, LLC | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | $ 210,008,457 | $ 217,324,720 | |
Terra JV, LLC | Minimum | Cap rate | Direct Capitalization Method | Office | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Discount rate | 0.0600 | 0.0525 | |
Terra JV, LLC | Minimum | Level 3 | Discount Rate | Discounted Cash Flow | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Discount rate | 0.0522 | 0.0245 | |
Terra JV, LLC | Maximum | Cap rate | Direct Capitalization Method | Office | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Discount rate | 0.0625 | 0.0600 | |
Terra JV, LLC | Maximum | Level 3 | Discount Rate | Discounted Cash Flow | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Discount rate | 0.1851 | 0.1500 | |
Terra JV, LLC | Weighted Average | Level 3 | Discount Rate | Discounted Cash Flow | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Discount rate | 0.1680 | 0.1266 |
Related Party Transactions (Ope
Related Party Transactions (Operating Agreement and Dividend Income) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Proceeds from Equity Method Investment, Distribution | $ 11,500,000 | $ 13,100,000 |
Return of capital on investment | $ 4,633,993 | $ 11,210,636 |
Related Party Transactions (Ter
Related Party Transactions (Terra BDC Merger) (Details) - Terra BDC | Oct. 01, 2022 $ / shares shares |
Investments | |
Business acquisition, equity interest issued or issuable, number of shares | shares | 0.595 |
Business acquisition, share price | $ / shares | $ 14.38 |
Stock issued during period, shares, new issues | shares | 4,847,910 |
Percent of common stock direct owned | 19.90% |
Percent of common stock indirect owned | 61.30% |
Terra Property Trust | |
Investments | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Related Party Transactions (Ass
Related Party Transactions (Assumption of Notes) (Details) - Terra BDC - 7.00% Notes Due 2026 - USD ($) | Feb. 25, 2021 | Feb. 03, 2021 |
Investments | ||
Face amount | $ 3,635,000 | $ 34,750,000 |
Fixed rate (as a percent) | 7% |
Related Party Transactions (Ame
Related Party Transactions (Amendment to Credit Facility and Charter) (Details) - USD ($) | Oct. 01, 2022 | Sep. 30, 2022 | Apr. 09, 2021 |
Investments | |||
Common stock, authorized (in shares) | 950,000,000 | 500,000,000 | |
Preferred stock, shares | 50,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Class A common shares | |||
Investments | |||
Common stock, authorized (in shares) | 450,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Class B Common Share | |||
Investments | |||
Common stock, authorized (in shares) | 450,000,000 | ||
Terra BDC | Eagle Point Credit Management | |||
Investments | |||
Face amount | $ 25,000,000 | ||
Additional incremental loans in a minimum amount | 1,000,000 | ||
Additional incremental loans thereof amount | $ 500,000 |
Members' Capital (Narratives) (
Members' Capital (Narratives) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Members Capital | |||
Common units outstanding | 6,622.2 | 6,636.6 | |
Net asset value per unit | $ 31,710 | $ 32,860 | $ 35,467 |
Capital distributions | $ 11,256,444 | $ 11,916,928 | |
Member units redemption | 14.4 | 1.1 | |
Capital redemptions | $ 473,464 | $ 39,227 | |
Managing | |||
Members Capital | |||
Distribution percent | 15% | ||
Capital distributions | $ 0 | $ 0 | |
Carried interest distributions to the manager | 0 | 0 | |
Capital redemptions | $ 0 | $ 0 | |
Non-Managing Members | |||
Members Capital | |||
Capital distributions | $ 11,256,444 | 11,916,928 | |
Percent Of cash repurchase capital units | 5% | ||
Cash repurchase reserve | $ 0 | 0 | |
Capital redemptions | $ 473,464 | $ 39,227 | |
Continuing Income Units Holder | |||
Members Capital | |||
Percent of distribution made to members depends on the historical preferred return applicable to Terra Fund units | 8.50% | ||
Distribution percent | 85% | ||
Continuing Income Units Holder | Minimum | |||
Members Capital | |||
Percent of distribution made to members depends on the historical preferred return applicable to Terra Fund units | 8.50% | ||
Continuing Income Units Holder | Maximum | |||
Members Capital | |||
Percent of distribution made to members depends on the historical preferred return applicable to Terra Fund units | 9% |
Financial Highlights (Details)
Financial Highlights (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investment Company, Financial Highlights [Roll Forward] | |||
Net asset value per unit, beginning of year | $ 32,860 | $ 35,467 | |
Increase (decrease) in members’ capital from operations | |||
Net investment income | 954 | 217 | |
Net change in unrealized depreciation on investment | (404) | (1,028) | |
Total increase (decrease) in members’ capital from operations | 550 | (811) | |
Distributions to members | |||
Capital distributions | (1,698) | (1,796) | |
Net decrease in members’ capital resulting from distributions | (1,698) | (1,796) | |
Capital share transactions: | |||
Capital redemption and other | (2) | 0 | |
Net decrease in members’ capital resulting from capital share transactions | (2) | 0 | |
Net asset value per unit, end of year | $ 31,710 | $ 32,860 | $ 35,467 |
Ratios to average net assets: | |||
Expenses | 0.25% | 0.20% | |
Net investment income | 2.93% | 0.63% | |
IRR | 4.65% | 4.91% | 5.82% |
Weighted average units outstanding | 6,627.7 | 6,635.9 |