Terra Secured Income Fund 5 10-Q 2019 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2019

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

Commission File Number: 000-55780

Terra Secured Income Fund 5, LLC

(Exact name of registrant as specified in its charter)

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

550 Fifth Avenue, 6^th Floor

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(212) 753-5100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Securities Exchange Act of 1934: Units of Limited Liability Company Interests

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer þ	Smaller reporting company þ
	Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

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

As of November 13, 2019, the registrant had 6,638.0 units of limited liability company interests outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition as of September 30, 2019 (unaudited) and December 31, 2018	2
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	3
	Consolidated Statements of Changes in Members’ Capital for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	5
	Consolidated Schedules of Investments as of September 30, 2019 (unaudited) and December 31, 2018	6
	Notes to Consolidated Financial Statements as of September 30, 2019 (unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		37

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Terra Secured Income Fund 5, LLC

Consolidated Statements of Financial Condition

	September 30, 2019		December 31, 2018
	(unaudited)
Assets
Equity investment in Terra Property Trust, Inc. at fair value — controlled (cost of $249,366,017 and $265,200,249, respectively)	$	252,111,819	$	263,092,585
Cash and cash equivalents	85,522		131,784
Other assets	21,804		14,283
Total assets	$	252,219,145	$	263,238,652
Liabilities and Members’ Capital
Liabilities
Accounts payable and accrued expenses	$	247,734	$	158,210
Total liabilities	247,734		158,210
Commitments and contingencies (Note 5)
Members’ capital:
Managing member	—		—
Non-managing members	251,971,411		263,080,442
Total members’ capital	251,971,411		263,080,442
Total liabilities and members’ capital	$	252,219,145	$	263,238,652
Net asset value per unit	$	37,959	$	39,630

See notes to consolidated financial statements (unaudited).

2

Terra Secured Income Fund 5, LLC

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
Investment income — controlled
Dividend income	$	2,994,149	$	5,487,805		$	6,917,024	$	17,829,718
Investment income
Other operating income	82		137			474		1,140
Total investment income	2,994,231		5,487,942			6,917,498		17,830,858
Operating expenses
Professional fees	182,081		126,966			453,414		334,802
Other	686		2,891			9,645		10,832
Total operating expenses	182,767		129,857			463,059		345,634
Net investment income	2,811,464		5,358,085			6,454,439		17,485,224
Net change in unrealized appreciation (depreciation) on investment — controlled	1,655,207		(179,846		)	4,853,466		(355,600		)
Net increase in members’ capital resulting from operations	$	4,466,671	$	5,178,239		$	11,307,905	$	17,129,624
Per unit data:
Net investment income per unit	$	424	$	806		$	972	$	2,622
Net increase in members’ capital resulting from    operations per unit	$	673	$	779		$	1,704	$	2,569
Weighted average units outstanding	6,638		6,644			6,638		6,670

See notes to consolidated financial statements (unaudited).

3

Terra Secured Income Fund 5, LLC

Consolidated Statements of Changes in Members’ Capital (Unaudited)

Three and NineMonths Ended September 30, 2019 and 2018

	Managing Member		Non-Managing Members			Total
Balance, July 1, 2019	$	—	$	254,985,487		$	254,985,487
Capital distributions	—		(7,468,094		)	(7,468,094		)
Capital redemptions	—		(12,653		)	(12,653		)
Increase in members’ capital resulting from operations:
Net investment income	—		2,811,464			2,811,464
Net change in unrealized appreciation on investment	—		1,655,207			1,655,207
Net increase in members’ capital resulting from operations	—		4,466,671			4,466,671
Balance, September 30, 2019	$	—	$	251,971,411		$	251,971,411

	Managing Member		Non-Managing Members			Total
Balance, July 1, 2018	$	—	$	270,804,496		$	270,804,496
Capital distributions	—		(7,479,981		)	(7,479,981		)
Capital redemptions	—		(509,859		)	(509,859		)
Increase in members’ capital resulting from operations:
Net investment income	—		5,358,085			5,358,085
Net change in unrealized depreciation on investment	—		(179,846		)	(179,846		)
Net increase in members’ capital resulting from operations	—		5,178,239			5,178,239
Balance, September 30, 2018	$	—	$	267,992,895		$	267,992,895

	Managing Member		Non-Managing Members			Total
Balance, January 1, 2019	$	—	$	263,080,442		$	263,080,442
Capital distributions	—		(22,404,283		)	(22,404,283		)
Capital redemptions	—		(12,653		)	(12,653		)
Increase in members’ capital resulting from operations:
Net investment income	—		6,454,439			6,454,439
Net change in unrealized appreciation on investment	—		4,853,466			4,853,466
Net increase in members’ capital resulting from operations	—		11,307,905			11,307,905
Balance, September 30, 2019	$	—	$	251,971,411		$	251,971,411

	Managing Member		Non-Managing Members			Total
Balance, January 1, 2018	$	—	$	275,549,455		$	275,549,455
Capital distributions	—		(22,497,394		)	(22,497,394		)
Capital redemptions	—		(2,188,790		)	(2,188,790		)
Increase in members’ capital resulting from operations:
Net investment income	—		17,485,224			17,485,224
Net change in unrealized depreciation on investment	—		(355,600		)	(355,600		)
Net increase in members’ capital resulting from operations	—		17,129,624			17,129,624
Balance, September 30, 2018	$	—	$	267,992,895		$	267,992,895

See notes to consolidated financial statements (unaudited).

4

Terra Secured Income Fund 5, LLC

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net increase in members’ capital resulting from operations	$	11,307,905		$	17,129,624
Adjustments to reconcile net increase in members’ capital resulting from    operations to net cash provided by operating activities:
Return of capital on investment	15,834,232			7,066,860
Net change in unrealized (appreciation) depreciation on investment	(4,853,466		)	355,600
Changes in operating assets and liabilities:
Increase in other assets	(7,521		)	(16,716		)
Increase in accounts payable and accrued expenses	89,524			69,320
Net cash provided by operating activities	22,370,674			24,604,688
Cash flows from financing activities:
Distributions paid	(22,404,283		)	(22,497,365		)
Payments for capital redemptions	(12,653		)	(2,188,790		)
Net cash used in financing activities	(22,416,936		)	(24,686,155		)
Net decrease in cash and cash equivalents	(46,262		)	(81,467		)
Cash and cash equivalents at beginning of period	131,784			212,366
Cash and cash equivalents at end of period	$	85,522		$	130,899
Supplemental Disclosure of Cash Flows Information:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

See notes to consolidated financial statements (unaudited).

5

Terra Secured Income Fund 5, LLC

Consolidated Schedules of Investments

September 30, 2019 (unaudited) and December 31, 2018

As of September 30, 2019 and December 31, 2018, the Company’s only investment is its equity interest in a majority-owned subsidiary as presented below:

		Number of Shares of Common Stock	September 30, 2019						December 31, 2018
Investment — Controlled	Date Acquired		Cost		Fair Value		% of Members’ Capital		Cost		Fair Value		% of Members’ Capital
Terra Property Trust, Inc. — Controlled	1/1/2016 and 3/7/2016	14,912,990	$	249,366,017	$	252,111,819	100.1	%	$	265,200,249	$	263,092,585	100.0	%

As ofSeptember 30, 2019, the Company owned 98.6% of the outstanding shares of common stock of Terra Property Trust, Inc. (“Terra Property Trust”). The following table presents a schedule of loans held for investment by Terra Property Trust at 100% and the Company’s pro-rata share of the fair value at September 30, 2019:

Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount		Amortized Cost		Fair Value (1)		Pro Rata Fair Value (2)		% (3)
Loans held for investment — non-controlled:
Mezzanine loans:
150 Blackstone River Road, LLC	US - MA	Industrial	8.5	%	8.5	%	—	%	9/21/2017	9/6/2027	$	7,000,000	$	7,000,000	$	7,164,239	$	7,063,940	2.8	%
2539 Morse, LLC (4)(5)(6)	US - CA	Student housing	11.0	%	11.0	%	1.0	%	10/20/2017	11/1/2020	7,000,000		7,067,142		7,069,334		6,970,363		2.8	%
37 Gables Member LLC (5)(6)	US - FL	Multifamily	13.0	%	13.0	%	1.0	%	6/16/2016	12/16/2019	5,750,000		5,807,500		5,806,875		5,725,579		2.3	%
Austin H. I. Owner LLC (4)(6)	US - TX	Hotel	12.5	%	12.5	%	1.0	%	9/30/2015	10/6/2020	3,500,000		3,530,790		3,534,111		3,484,633		1.4	%
High Pointe Mezzanine Investments, LLC (5)(6)	US - SC	Student housing	13.0	%	13.0	%	1.0	%	12/27/2013	1/6/2024	3,000,000		3,278,061		3,135,003		3,091,113		1.2	%
LD Milipitas Mezz, LLC (9)	US - CA	Hotel	LIBOR +10.25% (2.75% Floor)		13.0	%	1.0	%	6/27/2018	6/27/2021	1,967,591		1,975,543		1,983,228		1,955,463		0.8	%
SparQ Mezz Borrower, LLC (4)(5)(6)	US - CA	Multifamily	12.0	%	12.0	%	1.0	%	9/29/2017	10/1/2020	8,700,000		8,782,112		8,786,126		8,663,120		3.4	%
Stonewall Station Mezz LLC (6)(7)	US - NC	Hotel	12.0% current 2.0% PIK		14.0	%	1.0	%	5/31/2018	5/20/2021	9,735,113		9,815,561		9,807,313		9,670,011		3.8	%
											46,652,704		47,256,709		47,286,229		46,624,222		18.5	%

6

Terra Secured Income Fund 5, LLC

Consolidated Schedule of Investments (Continued)

September 30, 2019 (unaudited) and December 31, 2018

Terra Property Trust Schedule of Loans Held for Investment as of September 30, 2019 (Continued):

Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount			Amortized Cost			Fair Value (1)			Pro Rata Fair Value (2)			% (3)
Loans held for investment — non-controlled:
Preferred equity investments:
370 Lex Part Deux, LLC (6)(7)(8)	US - NY	Office	LIBOR + 8.25% (2.44% Floor)		10.7	%	—	%	12/17/2018	1/9/2022	$	47,066,628		$	47,066,628		$	47,066,628		$	46,407,695		18.4	%
City Gardens 333 LLC (4)(5)(6)(7)(8)	US - CA	Student housing	LIBOR + 9.95% (2.0% Floor)		12.0	%	—	%	4/11/2018	4/1/2021	27,213,272			27,212,145			27,221,456			26,840,356			10.7	%
Greystone Gables Holdings Member LLC (5)(6)	US - FL	Multifamily	13.0	%	13.0	%	1.0	%	6/16/2016	12/16/2019	500,000			505,000			504,946			497,877			0.2	%
NB Private Capital, LLC (6)(7)(8)	US - IL	Student housing	LIBOR +10.5% (3.5% Floor)		14.0	%	1.0	%	7/27/2018	7/27/2020	25,500,000			25,726,977			25,726,977			25,366,799			10.1	%
Orange Grove Property Investors, LLC (6)(7)	US - CA	Condominium	LIBOR + 8.0% (4.0% Floor)		12.0	%	1.0	%	5/24/2018	6/1/2021	9,350,000			9,421,280			9,433,752			9,301,679			3.7	%
REEC Harlem Holdings Company, LLC	US - NY	Infill land	LIBOR + 12.5% (no Floor)		14.5	%	—	%	3/9/2018	3/9/2023	18,444,375			18,444,375			18,419,767			18,161,890			7.2	%
RS JZ Driggs, LLC (6)(7)	US - NY	Multifamily	12.3	%	12.3	%	1.0	%	5/1/2018	5/1/2020	8,200,000			8,290,209			8,276,854			8,160,978			3.2	%
The Bristol at Southport, LLC (4)(5)(6)(8)	US - WA	Multifamily	12.0	%	12.0	%	1.0	%	9/22/2017	9/22/2022	23,500,000			23,656,903			23,767,698			23,434,950			9.3	%
Windy Hill PV Seven CM, LLC (4)(5)(6)	US - CA	Office	10.0% current 2.5% PIK		12.5	%	1.0	%	1/9/2018	1/9/2021	21,492,366			21,684,371			21,669,904			21,366,525			8.5	%
											181,266,641			182,007,888			182,087,982			179,538,749			71.3	%
First mortgages:
14th & Alice Street Owner, LLC	US - CA	Multifamily	LIBOR + 5.75% (3.25% Floor)		9.0	%	0.5	%	3/5/2019	3/5/2022	6,479,224			6,380,011			6,504,640			6,413,575			2.5	%
1389 Peachtree St, LP; 1401 Peachtree St, LP;    1409 Peachtree St, LP (10)	US - GA	Office	LIBOR + 4.5% (no Floor)		6.5	%	0.5	%	2/22/2019	2/10/2022	27,076,048			26,933,741			27,207,707			26,826,799			10.6	%
330 Tryon DE LLC (10)	US - NC	Office	LIBOR + 3.85% (2.5% Floor)		6.4	%	0.5	%	2/7/2019	3/1/2022	22,800,000			22,888,678			22,904,516			22,583,853			8.9	%
MSC Fields Peachtree Retreat, LLC. (10)	US - GA	Multifamily	LIBOR + 3.85% (2.0% Floor)		5.9	%	0.5	%	3/15/2019	4/1/2022	23,308,334			23,401,586			23,417,352			23,089,509			9.2	%
REEC 286 Lenox LLC	US - NY	Office	LIBOR + 2.95% (no Floor)		5.0	%	—	%	8/2/2019	11/22/2019	4,740,000			4,740,000			4,740,000			4,673,640			1.9	%
TSG-Parcel 1, LLC (4)(6)(7)	US - CA	Infill land	LIBOR + 10.0% (2.0% Floor)		12.0	%	1.0	%	7/10/2015	12/31/2019	18,000,000			18,180,000			18,178,191			17,923,696			7.1	%
Windy Hill PV Five CM, LLC	US - CA	Office	LIBOR + 2.25% (2.05% Floor)		4.3	%	0.5	%	9/20/2019	9/20/2022	9,572,776			9,095,560			9,615,758			9,481,137			3.8	%
											111,976,382			111,619,576			112,568,164			110,992,209			44.0	%
Total gross loans held for investment											339,895,727			340,884,173			341,942,375			337,155,180			133.8	%
Obligations under participation agreements (4)(5)(6)(7)(8)											(97,688,326		)	(98,315,641		)	(98,321,184		)	(96,944,687		)	(38.5	)%
Net loans held for investment											$	242,207,401		$	242,568,532		$	243,621,191		$	240,210,493		95.3	%

7

Terra Secured Income Fund 5, LLC

Consolidated Schedule of Investments (Continued)

September 30, 2019 (unaudited) and December 31, 2018

Terra Property Trust Schedule of Loans Held for Investment as of September 30, 2019 (Continued):

Operating real estate:
Description	Acquisition Date	Real estate owned, net		Encumbrance		Net Investment		Pro Rata Net Investment (2)		% (3)(13)
Multi-tenant office building in Santa Monica, CA (11)	7/30/2018	$	53,578,394	$	44,745,024	$	8,833,370	$	8,709,703	3.5	%
Land in Conshohocken, PA (12)	1/9/2019	13,395,430		—		13,395,430		13,207,894		5.2	%
		$	66,973,824	$	44,745,024	$	22,228,800	$	21,917,597	8.7	%

^{___________________________} 

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

(2) Amount represents the Company’s portion, or 98.6%, of the fair value or net investment value.

(3) Percentage is based on the Company’s pro rata share of the fair value or net investment value over the Company’s total members’ capital of $252.0 million at September 30, 2019.

(4) Terra Property Trust sold a portion of its interests in these loans via participation agreements to Terra Secured Income Fund 5 International, an affiliated fund advised by Terra REIT Advisors.

(5) Terra Property Trust sold a portion of its interests in these loans via participation agreements to Terra Income Fund International, an affiliated fund advised by Terra REIT Advisors.

(6) The loan participations from Terra Property Trust do not qualify for sale accounting and therefore, the gross amount of these loans remain in the consolidated statements of financial condition.

(7) 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 (“Terra Income Advisors”), an affiliate of our sponsor and Terra Property Trust’s manager.

(8) Terra Property Trust sold a portion of its interest in this loan through a participation agreement to Terra Property Trust 2, Inc., an affiliated fund managed by Terra REIT Advisors.

(9) On June 27, 2018, Terra Property Trust entered into a participation agreement with Terra Income Fund 6, Inc. to purchase a 25% interest, or $4.3 million, in a mezzanine loan. As of September 30, 2019, the unfunded commitment was $2.3 million.

(10) These loans were used as collateral for $51.3 million of borrowings under a repurchase agreement.

(11) Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage. Real estate owned, net amount includes building and building improvements, tenant improvements and lease intangible assets and liabilities, net of accumulated depreciation and amortization.

(12) Terra Property Trust acquired the collateral for this loan via deed in lieu of foreclosure. On June 30, 2019, Terra Property Trust recorded an impairment charge of $1.6 million on the land in order to reduce the carrying value of the land to its estimated fair value, which is the estimated selling price less the cost of sale.

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

8

Terra Secured Income Fund 5, LLC

Consolidated Schedule of Investments (Continued)

September 30, 2019 (unaudited) and December 31, 2018

The following table presents a schedule of loans held for investment held by Terra Property Trust as of December 31, 2018:

Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount		Amortized Cost		Fair Value (1)		% (2)
Loans held for investment — non-controlled:
Mezzanine loans:
150 Blackstone River Road, LLC	US - MA	Industrial	8.5	%	8.5	%	—	%	9/21/2017	9/6/2027	$	7,000,000	$	7,000,000	$	6,895,383	2.6	%
140 Schermerhorn Street Mezz LLC (3)(5)(6)	US - NY	Hotel	12.0	%	12.0	%	1.0	%	11/16/2016	12/1/2019	15,000,000		15,134,200		15,148,494		5.8	%
221 W. 17th Street Owner, LLC (3)(4)(5)(6)	US - NY	Condominium	12.8	%	12.8	%	1.0	%	1/19/2018	3/31/2019	4,700,000		4,745,513		4,746,499		1.8	%
2539 Morse, LLC (3)(4)(5)	US - CA	Student housing	11.0	%	11.0	%	1.0	%	10/20/2017	11/1/2020	7,000,000		7,057,092		7,063,795		2.7	%
37 Gables Member LLC (4)(5)(8)	US - FL	Multifamily	13.0	%	13.0	%	1.0	%	6/16/2016	6/16/2019	5,750,000		5,804,127		5,806,875		2.2	%
575 CAD I LLC (3)(4)(5)	US - NY	Condominium	12.0% current 2.5% PIK		14.5	%	1.0	%	1/31/2017	7/31/2019	14,627,148		14,755,657		14,758,825		5.6	%
Austin H. I. Owner LLC (3)(5)	US - TX	Hotel	12.5	%	12.5	%	1.0	%	9/30/2015	10/6/2020	3,500,000		3,528,012		3,512,468		1.3	%
High Pointe Mezzanine Investments, LLC (4)(5)	US - SC	Student housing	13.0	%	13.0	%	1.0	%	12/27/2013	1/6/2024	3,000,000		3,322,499		3,088,463		1.2	%
LD Milipitas Mezz, LLC (9)	US - CA	Hotel	LIBOR +10.25% (2.75% Floor)		13.0	%	1.0	%	6/27/2018	6/27/2021	—		—		—		—	%
SparQ Mezz Borrower, LLC	US - CA	Multifamily	12.0	%	12.0	%	1.0	%	9/29/2017	10/1/2020	8,150,000		8,215,918		8,224,401		3.1	%
Stonewall Station Mezz LLC (5)(6)	US - NC	Hotel	12.0% current 2.0% PIK		14.0	%	1.0	%	5/31/2018	5/20/2021	8,548,954		8,609,379		8,618,238		3.3	%
WWML96MEZZ, LLC (10)	US - NY	Condominium	13.0	%	13.0	%	1.0	%	12/18/2015	1/14/2019	15,950,638		16,110,144		16,108,411		6.1	%
											93,226,740		94,282,541		93,971,852		35.7	%

9

Terra Secured Income Fund 5, LLC

Consolidated Schedule of Investments (Continued)

September 30, 2019 (unaudited) and December 31, 2018

Terra Property Trust Schedule of Loans Held for Investment as of December 31, 2018 (Continued):

Portfolio Company	Collateral Location	Property Type	Coupon Rate		Current Interest Rate		Exit Fee		Acquisition Date	Maturity Date	Principal Amount			Amortized Cost			Fair Value (1)			% (2)
Loans held for investment — non-controlled:
Preferred equity investments:
370 Lex Part Deux, LLC (5)(6)(7)	US - NY	Office	LIBOR + 8.25% (2.44% Floor)		10.8	%	—	%	12/17/2018	1/9/2022	$	43,500,000		$	43,500,000		$	43,500,000		16.5	%
ASA Mgt. Holdings, LLC	US - AL	Multifamily	16.0	%	16.0	%	1.0	%	4/7/2012	8/1/2022	2,100,000			2,135,189			2,120,720			0.8	%
City Gardens 333 LLC (5)(6)(7)	US - CA	Student housing	LIBOR + 9.95% (2.0% Floor)		12.5	%	—	%	4/11/2018	4/1/2021	20,816,038			20,816,038			20,816,038			7.9	%
Greystone Gables Holdings Member LLC (4)(5)(8)	US - FL	Multifamily	13.0	%	13.0	%	1.0	%	6/16/2016	6/16/2019	500,000			504,707			504,946			0.2	%
NB Private Capital, LLC (5)(6)(7)	US - IL US - OH	Student housing	LIBOR +10.5% (3.5% Floor)		14.0	%	1.0	%	7/27/2018	7/27/2020	25,500,000			25,704,182			25,704,182			9.8	%
Nelson Brothers Professional Real Estate, LLC (11)	US - CO	Student housing	14.0	%	14.0	%	1.0	%	7/27/2016	2/1/2019	4,027,736			4,068,014			4,067,543			1.5	%
Orange Grove Property Investors, LLC (5)(6)	US - CA	Condominium	LIBOR + 8.0% (4.0% Floor)		12.0	%	1.0	%	5/24/2018	6/1/2021	8,350,000			8,414,582			8,415,618			3.2	%
REEC Harlem Holdings Company, LLC	US - NY	Infill land	LIBOR + 12.5% (no Floor)		15.0	%	—	%	3/9/2018	3/9/2023	20,619,375			20,619,375			20,619,375			7.8	%
RS JZ Driggs, LLC (5)(6)	US - NY	Multifamily	12.3	%	12.3	%	1.0	%	5/1/2018	5/1/2020	4,041,350			4,075,613			4,075,613			1.5	%
SVA Mgt. Holdings, LLC	US - AL	Multifamily	16.0	%	16.0	%	1.0	%	4/7/2012	8/1/2022	1,600,000			1,628,607			1,615,786			0.6	%
The Bristol at Southport, LLC (3)(4)(5)(7)	US - WA	Multifamily	10.0% current 2.0% PIK		12.0	%	1.0	%	9/22/2017	9/22/2022	23,115,541			23,258,826			23,185,858			8.8	%
Windy Hill PV Seven CM, LLC (3)(4)(5)	US - CA	Office	10.0% current 2.5% PIK		12.5	%	1.0	%	1/9/2018	1/9/2021	19,001,150			19,146,400			19,146,400			7.3	%
WWML96, LLC (10)	US - NY	Condominium	13.0	%	13.0	%	1.0	%	12/18/2015	1/14/2019	1,549,420			1,564,914			1,564,746			0.6	%
											174,720,610			175,436,447			175,336,825			66.5	%
First mortgages:
CGI 1100 Biscayne Management LLC (12)	US - FL	Hotel	LIBOR + 5.65% (2.3% Floor)		8.2	%	2.0	%	11/19/2018	11/19/2020	57,269,351			58,244,986			58,286,097			22.2	%
Millennium Waterfront Associates, L.P. (13)	US - PA	Infill land	12.0	%	12.0	%	1.0	%	7/2/2015	12/28/2018	14,325,000			14,325,000			14,325,000			5.4	%
OHM Atlanta Owner, LLC (5)(6)(7)(14)	US - GA	Infill land	LIBOR + 9.0% (3.0% Floor)		12.0	%	1.0	%	6/20/2017	1/24/2019	27,500,000			27,775,000			27,772,240			10.6	%
TSG-Parcel 1, LLC (3)(5)(6)	US - CA	Infill land	LIBOR + 10.0% (2.0% Floor)		12.5	%	1.0	%	7/10/2015	12/31/2019	18,000,000			18,180,000			18,178,116			6.9	%
											117,094,351			118,524,986			118,561,453			45.1	%
Total gross loans held for investment											385,041,701			388,243,974			387,870,130			147.4	%
Obligations under participation agreements (3)(4)(5)(6)(7)											(113,458,723		)	(114,298,591		)	(114,189,654		)	(43.4	)%
Net loans held for investment											$	271,582,978		$	273,945,383		$	273,680,476		104.0	%

10

Terra Secured Income Fund 5, LLC

Consolidated Schedule of Investments (Continued)

September 30, 2019 (unaudited) and December 31, 2018

Terra Property Trust Schedule of Loans Held for Investment as of December 31, 2018 (Continued):

Operating real estate:
Description	Real estate owned, net (15)		Encumbrance		Acquisition Date	% (16)
Multi-tenant office building in Santa Monica, CA	$	55,984,868	$	45,000,000	7/30/2018	4.2	%

^{___________________________} 

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

(2) Percentages are based on the fair value of the Company’s investment in Terra Property Trust of $263.1 million as of December 31, 2018.

(3) Terra Property Trust sold a portion of its interests in these loans via participation agreements to Terra Secured Income Fund 5 International, an affiliated fund advised by Terra REIT Advisors.

(4) Terra Property Trust sold a portion of its interests in these loans via participation agreements to Terra Income Fund International, an affiliated fund advised by Terra REIT Advisors.

(5) The loan participations from Terra Property Trust do not qualify for sale accounting and therefore, the gross amount of these loans remain in the consolidated statements of financial condition.

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

(7) Terra Property Trust sold a portion of its interest in this loan through a participation agreement to Terra Property Trust 2, Inc., an affiliated fund managed by Terra REIT Advisors.

(8) In January 2019, the borrower extended the maturity of the loan to December 16, 2019.

(9) On June 27, 2018, Terra Property Trust entered into a participation agreement with Terra Income Fund 6, Inc. to purchase a 25% interest, or $4.3 million, in a mezzanine loan. As of December 31, 2018, none of the commitment has been funded.

(10) This loan was repaid in January 2019.

(11) In February 2019, Terra Property Trust entered into a forbearance agreement with the borrower whereby the borrower has until April 15, 2019 to repay the loan in full.

(12) This loan was used as collateral for a $34.2 million borrowing under a repurchase agreement.

(13) In January 2019, Terra Property Trust acquired the collateral for this loan via deed in lieu of foreclosure.

(14) In January 2019, the borrower made a partial repayment of $18.5 million on this loan. In connection with the repayment, the maturity of the loan was extended to March 5, 2019. On March 5, 2019, the loan was repaid in full.

(15) Terra Property Trust acquired this property through foreclosure of a $54.0 million first mortgage. Amount includes building and building improvements, tenant improvements and lease intangible assets and liabilities, net of accumulated depreciation and amortization.

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

See notes to consolidated financial statements (unaudited).

11

Terra Secured Income Fund 5, LLC

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2019

Note 1. Business

Terra Secured Income Fund 5, LLC (and, together with its consolidated subsidiaries, 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 believes loans of this size are subject to less competition, offer higher risk adjusted returns than larger loans with similar risk metrics and facilitate portfolio diversification. 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 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 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. As of September 30, 2019, the Company owned 14,912,990 shares, or 98.6%, of Terra Property Trust’s outstanding common stock. The Company does not consolidate Terra Property Trust as Terra Property Trust is not an investment company.

The Company’s investment activities were externally managed by Terra Income Advisors, a private investment firm affiliated with the Company until February 8, 2018 when Terra Capital Partners, LLC (“Terra Capital Partners”), the Company’s sponsor, caused a new subsidiary of Terra Capital Partners, Terra Fund Advisors, LLC (“Terra Fund Advisors”), to be admitted as the replacement manager of the Company. When used herein the term “Manager” refers to Terra Income Advisors for periods prior to February 8, 2018 and refers to Terra Fund Advisors beginning on such date. 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 will continue in existence until December 31, 2023; however, the Company expects to be terminated or to consummate an alternative liquidity transaction on or prior to the five-year anniversary of the completion of the Company’s original offering, which was January 31, 2015, unless extended for up to a maximum of two one-year extensions at the discretion of the Manager, in order to facilitate an orderly liquidation or to consummate such alternative liquidity transaction.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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

12

Notes to Consolidated Financial Statements (Unaudited)

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of gains (losses), income and expenses during the reporting period. Actual results could significantly differ from those estimates. The most significant estimates inherent in the preparation of the Company’s consolidated financial statements is the valuation of its investment (Note 3).

Equity Investment in Terra Property Trust

Equity investment in Terra Property Trust represents the Company’s equity interest in Terra Property Trust, 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 consolidated statements of financial condition. Change in fair value is reported in net change in unrealized appreciation or depreciation on investment on the consolidated statements of operations.

Revenue Recognition

Dividend Income: Dividend income associated with the Company’s ownership of Terra Property Trust is recognized on the record date as declared by Terra Property Trust. Any excess of dividends over Terra Property Trust’s cumulative 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 consolidated financial statements, as individual members are responsible for their proportionate share of the Company’s taxable income. The Company, however, may be liable for New York City Unincorporated Business Tax (the “NYC UBT”) and similar taxes of various other municipalities. New York City imposes the NYC UBT at a statutory rate of 4% on net income generated from ordinary business activities carried on in New York City. For the three and nine months ended September 30, 2019 and 2018, 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 consolidated 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 consolidated statements of operations. For the three and nine months ended September 30, 2019 and 2018, 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 2015-2019 federal tax years remain subject to examination by the Internal Revenue Service.

Recent Accounting Pronouncement

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the model under ASC 840, Leases (“ASC 840”), with the distinction between operating and financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The new standard also replaces the sale-leaseback guidance under ASC 840 with a new model applicable to both lessees and lessors. Additionally, the new standard requires extensive quantitative and qualitative disclosures. ASU 2016-02 was effective for U.S. GAAP public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

13

Notes to Consolidated Financial Statements (Unaudited)

The Company adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have any impact on the Company’s consolidated financial statements and disclosures as the Company does not have any lease arrangements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of information required by U.S. GAAP. The amendments in ASU 2018-13 added, removed and modified certain fair value measurement disclosure requirements. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements and disclosures.

In August 2018, the Securities and Exchange Commission (the “SEC”) adopted a final rule that eliminates or amends disclosure requirements that have become duplicative, overlapping, or outdated in light of other SEC disclosure requirements, U.S. GAAP, or changes in the information environment (the “Final Rule”). The Final Rule is intended to simplify and update the disclosure of information to investors and reduce compliance burdens for companies, without significantly altering the total mix of information available to investors. Among other items, the Final Rule requires registrants to include in their interim financial statements a reconciliation of changes in net assets or stockholders’ equity in the notes or as a separate statement. The Final Rule was effective for all filings made on or after November 5, 2018; however, the SEC would not object if a filer’s first presentation of the changes in net assets or stockholders' equity was included in its Form 10-Q for the quarter that begins after the effective date of the Final Rule. The Company adopted the Final Rule in the first quarter of fiscal year 2019. The adoption of the Final Rule did not have a material impact on the Company’s consolidated financial statements and disclosures.

Note 3. Investment and Fair Value

Equity Investment in Terra Property Trust

The Company invests substantially all of its equity capital in the purchase of common shares of Terra Property Trust.

The following table presents a summary of the Company’s investment at September 30, 2019 and December 31, 2018:

	September 30, 2019						December 31, 2018
Investment	Cost		Fair Value		% of Members’ Capital		Cost		Fair Value		% of Members’ Capital
14,912,990 common shares    of Terra Property Trust, Inc.	$	249,366,017	$	252,111,819	100.1	%	$	265,200,249	$	263,092,585	100.0	%

For the three months ended September 30, 2019 and 2018, the Company received approximately $7.6 million and $8.1 million of distributions from Terra Property Trust, respectively, of which $4.6 million and $2.6 million were returns of capital, respectively. For the nine months ended September 30, 2019 and 2018, the Company received approximately $22.8 million and $24.9 million of distributions from Terra Property Trust, respectively, of which $15.8 million and $7.1 million were returns of capital, respectively.

14

Notes to Consolidated Financial Statements (Unaudited)

The following tables present the summarized financial information of Terra Property Trust:

	September 30, 2019			December 31, 2018
Carrying value of loans held for investment	$	340,884,173		$	388,243,974
Real estate owned, net	78,547,358			68,004,577
Other assets	81,243,328			35,306,172
Total assets	500,674,859			491,554,723
Mortgage loan payable, repurchase agreement payable and obligations under    participation agreements	(192,679,205		)	(190,687,574		)
Accounts payable, accrued expenses and other liabilities	(43,355,713		)	(23,555,081		)
Lease intangible liabilities	(11,573,534		)	(12,019,709		)
Total liabilities	(247,608,452		)	(226,262,364		)
Stockholder’s equity	$	253,066,407		$	265,292,359

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues	$	13,092,968		$	12,788,205		$	39,163,596		$	35,751,197
Expenses	(9,945,334		)	(7,300,400		)	(32,246,572		)	(17,921,479		)
Net income	$	3,147,634		$	5,487,805		$	6,917,024		$	17,829,718

Fair Value Measurements

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

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

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

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

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

15

Notes to Consolidated Financial Statements (Unaudited)

Assets and Liabilities Reported at Fair Value

The following table summarizes the Company’s equity investment in Terra Property Trust at fair value on a recurring basis as of September 30, 2019 and December 31, 2018:

	September 30, 2019
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investment:
Equity investment in Terra Property Trust	$	—	$	—	$	252,111,819	$	252,111,819

	December 31, 2018
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investment:
Equity investment in Terra Property Trust	$	—	$	—	$	263,092,585	$	263,092,585

Changes in Level 3 investment for the nine months ended September 30, 2019 and 2018 were as follows:

	Equity Investment in Terra Property Trust
	Nine Months Ended September 30,
	2019			2018
Beginning balance	$	263,092,585		$	275,428,953
Return of capital	(15,834,232		)	(7,066,860		)
Net change in unrealized appreciation (depreciation) on investment	4,853,466			(355,600		)
Ending balance	$	252,111,819		$	268,006,493
Net change in unrealized appreciation (depreciation) on investment for the period    relating to those Level 3 assets that were still held by the Company	$	4,853,466		$	(355,600	)

Transfers between levels, if any, are recognized at the beginning of the period in which transfers occur. For the nine months ended September 30, 2019 and 2018, there were no transfers.

The Company estimated that its other financial assets and liabilities had fair values that approximated their carrying values at September 30, 2019 and December 31, 2018 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, 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, including 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.

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

16

Notes to Consolidated Financial Statements (Unaudited)

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 September 30, 2019 and December 31, 2018. 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	September 30, 2019
Asset Category					Minimum		Maximum		Weighted Average
Assets:
Equity investment in Terra Property Trust	$	252,111,819	Discounted cash flow (1)	Discount rate (1)	4.27	%	14.95	%	13.15	%

	Fair Value		Primary Valuation Technique	Unobservable Inputs	December 31, 2018
Asset Category					Minimum		Maximum		Weighted Average
Assets:
Equity investment in Terra Property Trust	$	263,092,585	Discounted cash flow (1)	Discount rate (1)	5.02	%	16.00	%	14.19	%

_______________

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

Risks and Uncertainties

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

Note 4. Related Party Transactions

Axar Transaction

On February 8, 2018, Terra Capital Partners caused (i) a new subsidiary of Terra Capital Partners, Terra REIT Advisors to become the external manager of Terra Property Trust, (ii) a new subsidiary of Terra Capital Partners, Terra Fund Advisors, to be admitted as the replacement manager of the Company and the equity interests in Terra Fund Advisors to be distributed to the equity owners of Terra Capital Partners on a pro rata basis and (iii) the equity interests in another subsidiary of Terra Capital Partners, Terra Income Advisors, which also serves as the external adviser to Terra Income Fund 6, Inc. (“Terra Fund 6”), to be distributed to the equity owners of Terra Capital Partners on a pro rata basis. After the completion of the above steps, a pooled investment vehicle advised by Axar Capital Management L.P. (“Axar”) entered into an investment agreement with Terra Capital Partners and its affiliates (which is referred to collectively as the “Axar Transaction”), pursuant to which Axar acquired from the respective owners thereof: (i) a 49% economic interest in Terra Fund Advisors; (ii) a 65.7% economic and voting interest in Terra Capital Partners (and thereby Terra REIT Advisors); and (iii) an initial 49% economic interest in Terra Income Advisors. On November 30, 2018, Axar acquired the remaining 34.3% economic interest in Terra Capital Partners. On April 30, 2019, Axar acquired the remaining 51% economic interest in Terra Income Advisors.

Operating Agreement

The Company had an operating agreement, as amended, with Terra Income Advisors whereby Terra Income Advisors was responsible for the Company’s day-to-day operations. As part of the Axar Transaction, on February 8, 2018, Terra Income Advisors assigned all of its rights, title and interest in the Company pursuant to the Amended and Restated Limited Liability Company Agreement of the Company, dated January 1, 2016, to 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.

17

Notes to Consolidated Financial Statements (Unaudited)

Management Agreement

As part of the Axar Transaction, Terra Income Advisors, Terra Property Trust’s manager prior to February 8, 2018, assigned all of its rights, title and interest in and to its then current external management agreement with Terra Property Trust to Terra REIT Advisors and immediately thereafter, Terra REIT Advisors and Terra Property Trust amended and restated such management agreement. Such amended and restated management agreement has the same economic terms and is in all material respects otherwise on the same terms as the management agreement between Terra Income Advisors and Terra Property Trust in effect immediately prior to the Axar Transaction, except for the identity of the manager.

Dividend Income

As discussed in Note 3, for the three months ended September 30, 2019 and 2018, the Company received approximately $7.6 million and $8.1 million of distributions from Terra Property Trust, respectively, of which $4.6 million and $2.6 million were returns of capital, respectively. For the nine months ended September 30, 2019 and 2018, the Company received approximately $22.8 million and $24.9 million of distributions from Terra Property Trust, respectively, of which $15.8 million and $7.1 million was a return of capital, respectively.

Terra International 3

On September 30, 2019, Terra Property Trust entered into a Contribution and Repurchase Agreement with Terra International Fund 3, L.P. (“Terra International 3”) and Terra International Fund 3 REIT, LLC (“Terra International Fund 3 REIT”), a wholly-owned subsidiary of Terra International 3.

Pursuant to this agreement, Terra International 3, through Terra International Fund 3 REIT, contributed cash in the amount of $3.6 million to Terra Property Trust in exchange for 212,691 shares of common stock, at a price of $17.02 per share. In addition, Terra International 3 agreed to contribute to Terra Property Trust future cash proceeds, if any, raised from time to time by it, and Terra Property Trust agreed to issue shares of common stock to International Fund 3 in exchange for any such future cash proceeds, in each case pursuant to and in accordance with the terms and conditions specified in the agreement. The shares were issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Terra REIT Advisors also serves as adviser to the Terra International 3 and Terra International Fund 3 REIT. In addition, the general partner of Terra International 3 is Terra International Fund 3 GP, LLC, which is an affiliate of Terra Fund Advisors, our manager.

Note 5. Commitments and Contingencies

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

The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material adverse effect upon its financial condition or results of operations.

Note 6. Members’ Capital

As of September 30, 2019 and December 31, 2018, the Company had 6,638.0 units and 6,638.4 units outstanding, respectively, and the net asset value per unit was $37,959 and $39,630, respectively.

Capital Contributions

As of January 31, 2015, the offering period ended, and the Company stopped accepting capital contributions. In connection with the Merger, the Company offered existing members of the Terra Funds the opportunity to invest in the Company through purchase of additional units (the “Rights Offering”). The Rights Offering was completed on May 17, 2016.

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Notes to Consolidated Financial Statements (Unaudited)

Capital Distributions

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

In addition, holders of Termination Units (membership interest in the Company that were issued to members of Terra Funds 1 through 4 who chose to enter the liquidation phase of their investments) received monthly distributions at a fixed rate of 6.0% per annum of the Unreturned Invested Capital (capital contributions less cumulative stated distributions of principal and less any amounts paid in redemption).

For the three months ended September 30, 2019 and 2018, the Company made total distributions to non-manager members of $7.5 million and $7.5 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company made total distributions to non-manager members of $22.4 million and $22.5 million, respectively. For the three and nine months ended September 30, 2019 and 2018, the Company did not make any carried interest distributions to the Manager.

Capital Redemptions

In the Merger, members of Terra Funds 1 through 4 who wished to enter the liquidation phase of their investments chose to receive Termination Units as merger consideration. These Termination Units were redeemed on the original expected liquidation dates of the funds. As of September 30, 2019 and December 31, 2018, there were no Termination Units outstanding. For the nine months ended September 30, 2019, the Company redeemed 0.4 Continuing Income Units for $0.01 million. For the nine months ended September 30, 2018, the Company redeemed 3.6 Continuing Income Units for $0.1 million and 50.4 Termination Units for $2.1 million.

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 September 30, 2019 and December 31, 2018, no such reserve was established.

Allocation of Income (Loss)

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

Member Units

Each membership interest through the original offering was offered for a price of $50,000 per unit. The membership interests in Terra Funds 1 through 4 were exchanged for units of the Company at a price of $43,410 per unit, which was the exchange value per unit of the Company on December 31, 2015, and the units in the Rights Offering were offered at a price of $47,000 per unit. The following table provides a roll forward of the units outstanding of the Company for the nine months ended September 30, 2019 and 2018:

	Nine Months Ended September 30, 2019					Nine Months Ended September 30, 2018
	Managing Member	Non-Managing Members		Total		Managing Member	Non-Managing Members		Total
Units outstanding, beginning of period	—	6,638.4		6,638.4		—	6,697.4		6,697.4
Early redemption of Continuing    Income Units	—	(0.4	)	(0.4	)	—	(3.6	)	(3.6	)
Termination Units redeemed	—	—		—		—	(50.4	)	(50.4	)
Units outstanding, end of period	—	6,638.0		6,638.0		—	6,643.4		6,643.4

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Notes to Consolidated Financial Statements (Unaudited)

Note 7. Financial Highlights

The financial highlights represent the per unit operating performance, return and ratios for the non-managing members’ class, taken as a whole, for the nine months ended September 30, 2019 and 2018. 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 nine months ended September 30, 2019 and 2018:

	Nine Months Ended September 30,
	2019			2018
Per unit operating performance:
Net asset value per unit, beginning of period	$	39,630		$	41,143
Increase in members’ capital from operations (1):
Net investment income	972			2,622
Net change in unrealized appreciation (depreciation) on investment	732			(53		)
Total increase in members’ capital from operations	1,704			2,569
Distributions to member (2):
Capital distributions	(3,375		)	(3,372		)
Net decrease in members’ capital resulting from distributions	(3,375		)	(3,372		)
Capital share transactions:	—			—
Net asset value per unit, end of period	$	37,959		$	40,340
Ratios to average net assets:
Expenses	0.24		%	0.17		%
Net investment income	3.31		%	8.61		%
IRR, beginning of period	6.56		%	6.26		%
IRR, end of period	6.49		%	6.70		%

_______________

(1) The per unit data was derived by using the weighted average units outstanding during the applicable periods, which were 6,638 units and 6,670 units for the nine months ended September 30, 2019 and 2018, respectively.

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

Note 8. Subsequent Events

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

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

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto and other financial information included elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us” and “our” refer to Terra Secured Income Fund 5, LLC and its consolidated subsidiaries.

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

• changes in our investment objectives and business strategy;

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

• the performance and financial condition of our borrowers;

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

• borrower defaults or decreased recovery rates from our borrowers;

• changes in prepayment rates on our loans;

• our use of financial leverage;

• actual and potential conflicts of interest with any of the following affiliated entities: Terra Fund Advisors, LLC (“Terra Fund Advisors”), Terra REIT Advisors, LLC (“Terra REIT Advisors”), Terra Income Advisors, LLC (“Terra Income Advisors”); Terra Capital Partners, LLC (“Terra Capital Partners”), our sponsor; 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”); Terra Secured Income Fund 4, LLC (“Terra Fund 4”); Terra Secured Income Fund 5 International; Terra Income Fund International; Terra Secured Income Fund 7, LLC; Terra Property Trust, Inc. (“Terra Property Trust”), our wholly-owned subsidiary; Terra Property Trust 2, Inc., a subsidiary of Terra Secured Income Fund 7, LLC; Terra International Fund 3, L.P. (“Terra International 3”); Terra International Fund 3 REIT, LLC (“Terra International 3 REIT”), a subsidiary of Terra International 3; Terra Capital Advisors, LLC; Terra Capital Advisors 2, LLC; Terra Income Advisors 2, LLC; or any of their affiliates;

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

• liquidity transactions that may be available to us in the future, including a liquidation of our assets, a sale of our company or an initial public offering and listing of the shares of common stock of Terra Property Trust on a national securities exchange, and the timing of any such transactions;

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

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

• the degree and nature of our competition.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part I — Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2018. Other factors that could cause actual results to differ materially include:

• changes in the economy;

• risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and

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

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

Overview

We are a real estate credit focused company that originates, structures, funds and manages high yielding commercial real estate investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States. Our loans finance the acquisition, construction, development or redevelopment of quality commercial real estate in the United States. We focus on the origination of middle market loans in the approximately $10 million to $50 million range, to finance properties in primary and secondary markets. We believe loans of this size are subject to less competition, offer higher risk adjusted returns than larger loans with similar risk metrics and facilitate portfolio diversification. We were formed as a Delaware limited liability company on April 24, 2013 and commenced operations on August 8, 2013. We make substantially all of our investments and conduct substantially all of our real estate lending business through Terra Property Trust, which has elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. Our objectives are to (i) preserve our members’ capital contributions, (ii) realize income from our investments and (iii) make monthly distributions to our members from cash generated from investments. There can be no assurances that we will be successful in meeting our objectives.

On January 1, 2016, Terra Fund 1, Terra Fund 2, Terra Fund 3 and Terra Fund 4 merged with and into our subsidiaries (individually, each a “Terra Fund” and collectively, the “Terra Funds”) through a series of separate mergers (collectively, the “Merger”). Following the Merger, we contributed the consolidated portfolio of net assets of the Terra Funds to Terra Property Trust in exchange for all of the common shares of Terra Property Trust. We elected to engage in these transactions, which we refer to as the “REIT formation transactions,” to make our investments through Terra Property Trust and to provide our members with a more broadly diversified portfolio of assets, while at the same time providing us with enhanced access to capital and borrowings, lower operating costs and enhanced opportunities for growth.

On February 8, 2018, Terra Capital Partners caused (i) a new subsidiary of Terra Capital Partners, Terra REIT Advisors, to become the external manager of Terra Property Trust, (ii) a new subsidiary of Terra Capital Partners, Terra Fund Advisors, to be admitted as the replacement manager of the Company and the equity interests in Terra Fund Advisors to be distributed to the equity owners of Terra Capital Partners on a pro rata basis and (iii) the equity interests in another subsidiary of Terra Capital Partners, Terra Income Advisors, which also serves as the external advisor to Terra Income Fund 6, Inc. (“Terra Fund 6”), to be distributed to the equity owners of Terra Capital Partners on a pro rata basis. After the completion of the above steps, a pooled investment vehicle advised by Axar Capital Management L.P. (“Axar”) entered into an investment agreement with Terra Capital Partners and its affiliates (which is referred to collectively as the “Axar Transaction”), pursuant to which Axar acquired from the respective owners thereof: (i) a 49% economic interest in Terra Fund Advisors; (ii) a 65.7% economic and voting interest in Terra Capital Partners (and thereby Terra REIT Advisors); and (iii) an initial 49% economic interest in Terra Income Advisors. On November

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30, 2018, Axar acquired the remaining 34.3% economic interest in Terra Capital Partners. On April 30, 2019, Axar acquired the remaining 51% economic interest in Terra Income Advisors. When used herein the term “Manager” refers to Terra Income Advisors for periods prior to February 8, 2018 and refers to Terra Fund Advisors beginning on such date.

Portfolio Summary

The following tables provide a summary of Terra Property Trust’s net loan portfolio as of September 30, 2019 and December 31, 2018:

	September 30, 2019
	Fixed Rate			Floating Rate (1)(2)(3)			Total Gross Loans			Obligations under Participation Agreements			Total Net Loans
Number of loans	11			13			24			15			24
Principal balance	$	98,377,479		$	241,518,248		$	339,895,727		$	97,688,326		$	242,207,401
Amortized cost	99,417,649			241,466,524			340,884,173			98,315,641			242,568,532
Fair value	99,522,403			242,419,972			341,942,375			98,321,184			243,621,191
Weighted average coupon rate	12.12		%	9.89		%	10.53		%	12.05		%	9.92		%
Weighted-average remaining    term (years)	2.11			1.98			2.02			1.60			2.19

	December 31, 2018
	Fixed Rate			Floating Rate (1)(2)(3)			Total Gross Loans			Obligations under Participation Agreements		Total Net Loans
Number of loans	20			9			29			18		29
Principal balance	$	163,486,937		$	221,554,764		$	385,041,701		113,458,723		$	271,582,978
Amortized cost	164,989,811			223,254,163			388,243,974			114,298,591		273,945,383
Fair value	164,578,464			223,291,666			387,870,130			114,189,654		273,680,476
Weighted average coupon rate	12.54		%	11.35		%	11.86		%	12.22	%	11.70		%
Weighted-average remaining    term (years)	1.84			2.05			1.96			1.84		2.01

_______________

(1) These loans pay a coupon rate of London Interbank Offered Rate (“LIBOR”) plus a fixed spread. Coupon rate shown was determined using LIBOR of 2.02% and 2.50% as of September 30, 2019 and December 31, 2018.

(2) As of September 30, 2019 and December 31, 2018, amounts included $73.2 million and $57.3 million, respectively, of senior mortgages used as collateral for $51.3 million and $34.2 million, respectively, of borrowings under a repurchase agreement. These borrowings bear interest at an annual rate of LIBOR plus a spread ranging from 2.25% to 2.50%.

(3) As of September 30, 2019 and December 31, 2018, ten and eight of these loans, respectively, are subject to a LIBOR floor.

In addition to its net loan portfolio, as of September 30, 2019, Terra Property Trust owns 4.9 acres of adjacent land acquired via deed in lieu of foreclosure and a multi-tenant office building acquired via foreclosure. The land and building and related lease intangible assets and liabilities had a net carrying value of $67.0 million and $56.0 million as of September 30, 2019 and December 31, 2018, respectively. The mortgage loan payable encumbering the office building had an outstanding principal amount of $44.7 million and $45.0 million as of September 30, 2019 and December 31, 2018, respectively.

Portfolio Investment Activity

For the three months ended September 30, 2019 and 2018, Terra Property Trust invested $16.2 million and $4.8 million in new and add-on loans, respectively, and had $33.0 million and $20.6 million of repayments, respectively, resulting in net repayments of $16.8 million and net investments of $15.7 million, respectively. Amounts are net of obligations under participation agreements, mortgage loan payable, repurchase agreement payable and borrowings under the revolving credit facility.

For the nine months ended September 30, 2019 and 2018, Terra Property Trust invested $44.5 million and $66.6 million in new and add-on loans, respectively, and had $78.2 million and $65.5 million of repayments, respectively, resulting in net repayments

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of $33.7 million and net investments of $1.1 million, respectively. Amounts are net of obligations under participation agreements, mortgage loan payable, repurchase agreement payable and borrowings under the revolving credit facility. In addition, on January 9, 2019, Terra Property Trust acquired 4.9 acres of adjacent land encumbering a $14.3 million first mortgage via deed in lieu of foreclosure in exchange for the relief of the first mortgage and related fees and expenses.

Portfolio Information

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

	September 30, 2019								December 31, 2018
Loan Structure	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
First mortgages	$	105,176,382	$	104,751,576	$	105,700,847	43.4	%	$	95,141,290	$	96,352,394	$	96,391,095	35.2	%
Preferred equity investments	104,969,220		105,374,774		105,397,836		43.3	%	110,099,644		110,540,228		110,470,658		40.4	%
Mezzanine loans	32,061,799		32,442,182		32,522,508		13.3	%	66,342,044		67,052,761		66,818,723		24.4	%
Total	$	242,207,401	$	242,568,532	$	243,621,191	100.0	%	$	271,582,978	$	273,945,383	$	273,680,476	100.0	%

	September 30, 2019								December 31, 2018
Property Type	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
Office	$	99,880,319	$	99,452,712	$	100,248,246	41.1	%	$	32,555,575	$	32,628,200	$	32,628,200	11.9	%
Multifamily	56,835,660		57,065,075		57,255,842		23.5	%	31,099,953		31,366,215		31,307,286		11.4	%
Student housing	37,107,793		37,468,165		37,386,272		15.3	%	40,450,320		40,857,137		40,716,877		14.9	%
Infill land	29,644,375		29,756,375		29,730,641		12.3	%	58,491,314		58,726,783		58,724,373		21.5	%
Hotel	9,869,254		9,946,038		9,949,201		4.1	%	69,756,765		70,832,816		70,873,011		25.9	%
Industrial	7,000,000		7,000,000		7,164,239		2.9	%	7,000,000		7,000,000		6,895,383		2.5	%
Condominium	1,870,000		1,880,167		1,886,750		0.8	%	32,229,051		32,534,232		32,535,346		11.9	%
Total	$	242,207,401	$	242,568,532	$	243,621,191	100.0	%	$	271,582,978	$	273,945,383	$	273,680,476	100.0	%

	September 30, 2019								December 31, 2018
Geographic Location	Principal Balance		Amortized Cost		Fair Value		% of Total		Principal Balance		Amortized Cost		Fair Value		% of Total
United States
California	$	65,957,112	$	65,708,984	$	66,357,903	27.2	%	$	48,459,159	$	48,756,874	$	48,768,414	17.8	%
New York	52,229,688		52,281,761		52,243,507		21.4	%	81,504,101		81,860,466		81,866,377		29.9	%
Georgia	50,384,382		50,335,327		50,625,059		20.8	%	12,346,939		12,470,408		12,469,169		4.6	%
North Carolina	28,251,663		28,387,620		28,396,611		11.7	%	4,787,414		4,821,252		4,826,213		1.8	%
Washington	13,525,556		13,615,861		13,679,631		5.6	%	13,304,278		13,386,747		13,344,750		4.9	%
Illinois	8,909,490		8,988,794		8,988,794		3.7	%	11,139,020		11,228,212		11,228,212		4.1	%
Massachusetts	7,000,000		7,000,000		7,164,239		2.9	%	7,000,000		7,000,000		6,895,383		2.5	%
Florida	3,925,000		3,964,250		3,963,823		1.6	%	61,194,351		62,206,934		62,249,920		22.7	%
Texas	2,450,000		2,471,553		2,473,878		1.1	%	2,450,000		2,469,608		2,458,728		0.9	%
Ohio	—		—		—		—	%	5,452,125		5,495,781		5,495,781		2.0	%
Colorado	—		—		—		—	%	4,027,736		4,068,014		4,067,543		1.5	%
Alabama	—		—		—		—	%	3,700,000		3,763,796		3,736,506		1.4	%
Pennsylvania	—		—		—		—	%	14,325,000		14,325,000		14,325,000		5.2	%
Other (1)	9,574,510		9,814,382		9,727,746		4.0	%	1,892,855		2,092,291		1,948,480		0.7	%
Total	$	242,207,401	$	242,568,532	$	243,621,191	100.0	%	$	271,582,978	$	273,945,383	$	273,680,476	100.0	%

_______________

(1) Other includes $7.7 million of unused portion of a credit facility at September 30, 2019. Other also includes a $1.9 million loan with collateral located in South Carolina at September 30, 2019 and December 31, 2018.

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Factors Impacting Operating Results

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

Market Risk

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

Credit Risk

Credit risk represents the potential loss that Terra Property Trust would incur if the borrowers failed to perform pursuant to the terms of their obligations to Terra Property Trust. Terra Property Trust manages exposure to credit risk by limiting exposure to any one individual borrower and any one asset class. Additionally, Terra Property Trust employs an asset management approach and monitors the portfolio of loans, through, at a minimum, quarterly financial review of property performance including net operating income, loan-to-value ratio, debt service coverage ratio, and the debt yield. Terra Property Trust also requires certain borrowers to establish a cash reserve, as a form of additional collateral, for the purpose of providing for future interest or property-related operating payments.

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

In addition, Terra Property Trust is exposed to the risks generally associated with the commercial real estate market, including variances in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond its control. Terra Property Trust seeks to manage these risks through its underwriting and asset management processes.

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

Concentration Risk

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

Liquidity Risk

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

Interest Rate Risk

Interest rate risk represents the effect from a change in interest rates, which could result in an adverse change in the fair value of our interest-bearing financial instruments. With respect to Terra Property Trust’s business operations, increases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to increase; (ii) the value of real estate-related loans to decline; (iii) coupons on variable rate loans to reset, although on a delayed basis, to higher interest rates; (iv) to the extent applicable under the terms of Terra Property Trust’s investments, prepayments on real estate-related loans to

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slow, and (v) to the extent we enter into interest rate swap agreements as part of Terra Property Trust’s hedging strategy, the value of these agreements to increase. Conversely, decreases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to decrease; (ii) the value of real estate-related loans to increase; (iii) coupons on variable rate real estate-related loans to reset, although on a delayed basis, to lower interest rates (iv) to the extent applicable under the terms of Terra Property Trust’s investments, prepayments on real estate-related loans to increase, and (v) to the extent Terra Property Trust enters into interest rate swap agreements as part of its hedging strategy, the value of these agreements to decrease.

Prepayment Risk

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

Extension Risk

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

Real Estate Risk

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

Use of Leverage

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

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Results of Operations

The following table presents the comparative results of our operations for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2019		2018			Change			2019		2018			Change
Investment income
Dividend income	$	2,994,149	$	5,487,805		$	(2,493,656	)	$	6,917,024	$	17,829,718		$	(10,912,694	)
Other operating income	82		137			(55		)	474		1,140			(666		)
Total investment income	2,994,231		5,487,942			(2,493,711		)	6,917,498		17,830,858			(10,913,360		)
Operating expenses
Professional fees	182,081		126,966			55,115			453,414		334,802			118,612
Other	686		2,891			(2,205		)	9,645		10,832			(1,187		)
Total operating expenses	182,767		129,857			52,910			463,059		345,634			117,425
Net investment (loss) income	2,811,464		5,358,085			(2,546,621		)	6,454,439		17,485,224			(11,030,785		)
Net change in unrealized    appreciation (depreciation)    on investment	1,655,207		(179,846		)	1,835,053			4,853,466		(355,600		)	5,209,066
Net increase in members’ capital    resulting from operations	$	4,466,671	$	5,178,239		$	(711,568	)	$	11,307,905	$	17,129,624		$	(5,821,719	)

Dividend Income

Dividend income associated with our ownership of Terra Property Trust represents Terra Property Trust’s net income for the period. Any excess of distributions received from Terra Property Trust over its net income is recorded as return of capital.

For the three months ended September 30, 2019 and 2018, we received distributions of $7.6 million and $8.1 million, respectively, or $0.51 and $0.54 per share, respectively, from Terra Property Trust, of which $3.0 million and $5.5 million was recorded as dividend income, respectively, and $4.6 million and $2.6 million was recorded as return of capital, respectively. For the nine months ended September 30, 2019 and 2018, we received distributions of $22.8 million and $24.9 million, respectively, or $1.53 and $1.67 per share, respectively, from Terra Property Trust, of which $6.9 million and $17.8 million was recorded as dividend income, respectively, and $15.8 million and $7.1 million was recorded as return of capital, respectively.

For the three months ended September 30, 2019 as compared to the same period in 2018, Terra Property Trust’s net income decreased by $2.3 million, primarily due to a $1.5 million decrease in net interest income as a result of a decrease in the weighted average outstanding principal balance of net investments resulting from a higher volume of loan repayments than new loan originations and a decrease in the weighted average interest rate on net investments driven by new loan originations having lower coupon rates than those of the loans that were repaid, and a $0.5 million decrease in prepayment fee received.

For the nine months ended September 30, 2019 as compared to the same period in 2018, Terra Property Trust’s net income decreased by $10.9 million, primarily due to (i) a $3.7 million decrease in net interest income as a result of a decrease in the weighted average outstanding principal balance of net investments resulting from a higher volume of loan repayments than new loan originations and a decrease in the weighted average interest rate on net investments driven by new loan originations having lower coupon rates than those of the loans that were repaid; and (ii) $2.4 million of professional fees directly incurred, and which were previously deferred, in contemplation of Terra Property Trust consummating an initial public offering which, in the second quarter of 2019, management decided to postpone indefinitely. Terra Property Trust’s net income also decreased as a result of a $2.2 million decrease in prepayment fee received and an $1.6 million impairment charge recorded for the nine months ended September 30, 2019 on a piece of land in order to reduce the carrying value of the land to its estimated fair value.

Net Loan Portfolio

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

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The following tables present a reconciliation of Terra Property Trust’s loan portfolio from a gross basis to a net basis for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30, 2019				Three Months Ended September 30, 2018
	Weighted Average Principal Amount (1)			Weighted Average Coupon Rate (2)	Weighted Average Principal Amount (1)			Weighted Average Coupon Rate (2)
Total portfolio
Gross loans	$	374,934,899		10.5%	$	348,579,866		12.7%
Obligations under participation agreements	(96,876,184		)	12.1%	(94,438,132		)	12.7%
Mortgage loan payable	—			—%	(11,389,269		)	7.3%
Repurchase agreement payable	(72,591,206		)	4.5%	—			—%
Revolving credit facility	(347,826		)	6.4%	—			—%
Net loans (3)	$	205,119,683		11.8%	$	242,752,465		12.9%
Senior loans
Gross loans	$	143,834,648		7.6%	$	78,020,652		11.6%
Obligations under participation agreements	(6,800,000		)	12.0%	(21,953,061		)	12.0%
Mortgage loan payable	—			—%	(11,389,269		)	7.3%
Repurchase agreement payable	(72,591,206		)	4.5%	—			—%
Net loans (3)	$	64,443,442		10.7%	$	44,678,322		12.5%
Subordinated loans(4)
Gross loans	$	231,100,251		12.3%	$	270,559,214		13.0%
Obligations under participation agreements	(90,076,184		)	12.1%	(72,485,071		)	12.9%
Revolving credit facility	(347,826		)	6.4%	—			—%
Net loans (3)	$	140,676,241		12.4%	$	198,074,143		13.1%

	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
	Weighted Average Principal Amount (1)			Weighted Average Coupon Rate (2)	Weighted Average Principal Amount (1)			Weighted Average Coupon Rate (2)
Total portfolio
Gross loans	$	370,659,620		10.8%	$	349,249,585		12.6%
Obligations under participation agreements	(96,571,005		)	12.2%	(81,621,459		)	12.7%
Mortgage loan payable	—			—%	(26,313,017		)	7.1%
Repurchase agreement payable	(66,824,004		)	4.7%	—			—%
Revolving credit facility	(117,216		)	6.4%	—			—%
Net loans (3)	$	207,147,395		12.1%	$	241,315,109		13.1%
Senior loans
Gross loans	$	132,815,080		7.9%	$	104,708,261		11.4%
Obligations under participation agreements	(8,391,500		)	12.0%	(22,475,039		)	12.0%
Mortgage loan payable	—			—%	(26,313,017		)	7.1%
Repurchase agreement payable	(66,824,004		)	4.5%	—			—%
Net loans (3)	$	57,599,576		11.3%	$	55,920,205		13.3%
Subordinated loans(4)
Gross loans	$	237,844,540		12.4%	$	244,541,324		13.1%
Obligations under participation agreements	(88,179,505		)	12.2%	(59,146,420		)	13.0%
Revolving credit facility	(117,216		)	6.4%	—			—%
Net loans (3)	$	149,547,819		12.5%	$	185,394,904		13.1%

_______________

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

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

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

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

For the three and nine months ended September 30, 2019 as compared to the same periods in 2018, the decrease in weighted average coupon rate was primarily due to a higher volume of loan originations with lower coupon rates.

Net Change in Unrealized Appreciation (Depreciation) on Investment

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

2019 — For the three and nine months ended September 30, 2019, we recorded an increase in unrealized appreciation on investments of $1.7 million and $4.9 million, respectively, as the fair value of the Company’s investment in Terra Property Trust went up as a result of higher fair values of the underlying loans and assets.

2018 — For the three and nine months ended September 30, 2018, we recorded a decrease in the unrealized appreciation on investment of $0.2 million and $0.4 million, respectively, as the fair value of the Company’s investment in Terra Property Trust decline at slightly less than the cost primarily due to higher discount rates applied to certain of the underlying loans during the periods.

Net Increase in Members’ Capital Resulting from Operations

For each of the three and nine months ended September 30, 2019 as compared to the same periods in 2018, the resulting net increase in members’ capital results from operations decreased by $0.7 million and $5.8 million, respectively.

Financial Condition, Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including funding and maintaining our assets and operations, making distributions to our members and other general business needs. Our primary cash requirements for the next twelve months are making the discretionary recurring distributions to our members. We expect to use cash distributions received from Terra Property Trust to meet such cash requirements. Terra Property Trust’s obligations under participation agreements totaling $22.1 million will mature in the next twelve months. Terra Property Trust expects to use the proceeds from the repayment of the corresponding investments to repay the participation obligations. Additionally, Terra Property Trust expects to fund approximately $83.7 million of the unfunded commitments to borrowers during the next twelve months. Terra Property Trust expects to maintain sufficient cash on hand to fund such commitments through matching these commitments with principal repayments on outstanding loans. In addition, Terra Property Trust may also issue additional equity, equity-related and debt securities to fund its investment strategies. Terra Property Trust may issue these securities to unaffiliated third parties or to vehicles advised by affiliates of Terra Capital Partners or third parties. As part of its capital raising transactions, Terra Property Trust may grant to one or more of these vehicles certain control rights over its activities including rights to approve major decisions it takes as part of its business.

On December 12, 2018, Terra Property Trust entered into a master repurchase agreement that provides for advances of up to $150 million in the aggregate, which Terra Property Trust expects to use to finance certain secured performing commercial real estate loans, including senior mortgage loans. Advances under the master repurchase agreement accrue interest at an annual rate equal to the sum of (i) the 30-day LIBOR and (ii) the applicable spread, which ranges from 2.25% to 3.00%, and have a maturity date of December 12, 2020. As of September 30, 2019, the weighted average interest rate on borrowings outstanding under the master repurchase agreement was approximately 4.5%, calculated using the 30-day LIBOR of 2.02% as of September 30, 2019. As of September 30, 2019, the amount remaining available under the repurchase agreement was $98.7 million.

On June 20, 2019, Terra Property Trust entered into a credit agreement that provides for revolving credit loans of up to $35.0 million in the aggregate, which Terra Property Trust expects to use solely for short term financing needed to bridge the timing of anticipated loans repayments and funding obligations. Borrowings under the Revolving Credit Facility can be either prime rate

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loans or LIBOR rate loans and accrue interest at an annual rate of prime rate plus 1% or LIBOR plus 4% with a floor of 6%. The credit facility matures on June 20, 2020. As of September 30, 2019, the amount remaining available under the credit facility was $35.0 million.

Cash Flows Provided by Operating Activities

2019 — For the nine months ended September 30, 2019, cash flows provided by operating activities were $22.4 million, primarily due to $22.8 million of dividends received from Terra Property Trust, of which $15.8 million was recorded as a return of capital.

2018— For the nine months ended September 30, 2018, cash flows provided by operating activities were $24.6 million, primarily due to $24.9 million of dividends received from Terra Property Trust, of which $7.1 million was recorded as a return of capital.

Cash Flows used in Financing Activities

2019 — For the nine months ended September 30, 2019, cash flows used in financing activities were $22.4 million primarily related to distributions paid to members.

2018— For the nine months ended September 30, 2018, cash flows used in financing activities was $24.7 million, consisting of distributions paid to members of $22.5 million, and $2.2 million used to redeem 50.4 Termination Units and 3.6 continuing income units.

Critical Accounting Policies and Use of Estimates

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

Fair Value Measurements

The fair value of our investment is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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

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

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

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

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

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

◦Pricing models whose inputs are derived principally from or corroborated by observable market data for

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substantially full term of the asset or liability.

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

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

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

Income Taxes

No provision for U.S. federal and state income taxes has been made in the accompanying consolidated financial statements, as individual members are responsible for their proportionate share of our taxable income. We, however, may be liable for New York City Unincorporated Business Tax (the “NYC UBT”) and similar taxes of various other municipalities. New York City imposes the NYC UBT at a statutory rate of 4% on net income generated from ordinary business activities carried on in New York City. For the three and nine months ended September 30, 2019 and 2018, none of our income was subject to the NYC UBT.

We did not have any uncertain tax positions that met the recognition or measurement criteria of Accounting Standards Codification 740-10-25, Income Taxes, nor did we have any unrecognized tax benefits as of the periods presented herein. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our consolidated statements of operations. For the three and nine months ended September 30, 2019 and 2018, we did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. Our 2015-2019 federal tax years remain subject to examination by the Internal Revenue Service.

Contractual Obligations of Terra Property Trust

The following table provides a summary of Terra Property Trust’s contractual obligations at September 30, 2019:

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Obligations under participation    agreements — principal (1)	$	97,688,326	$	22,125,000	$	74,447,325	$	1,116,001	$	—
Mortgage loan payable — principal (2)	44,745,024		44,745,024		—		—		—
Repurchase agreement payable —    principal (3)	51,290,313		—		51,290,313		—		—
Interest on borrowings (4)	25,771,145		15,574,742		9,998,654		197,749		—
Unfunded lending commitments (5)	124,852,668		83,734,108		41,118,560		—		—
Ground lease commitment (6)	84,668,813		1,159,125		2,529,000		2,529,000		78,451,688
	$	429,016,289	$	167,337,999	$	179,383,852	$	3,842,750	$	78,451,688

^{___________________________} 

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

(2) Terra Property Trust has an option to extend the maturity of the loan by two years subject to certain conditions provided in the loan agreement. Amount excludes unamortized origination and exit fees of $73,036.

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(3) Terra Property Trust may extend the maturity date of the master repurchase agreement for a period of one year. Amount excludes unamortized deferred financing costs of $1.7 million.

(4) Interest was calculated using the applicable annual variable interest rate and balance outstanding at September 30, 2019. Amount represents interest expense through maturity plus exit fee as application.

(5) Certain of Terra Property Trust’s loans provide for a commitment to fund the borrower at a future date. As of September 30, 2019, Terra Property Trust had eight of such loans with total funding commitments of $271.4 million, of which $146.5 million had been funded.

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

Management Agreement with Terra REIT Advisors

As part of the Axar Transaction, Terra Income Advisors assigned all of its rights, title and interest in and to its current external management agreement with Terra Property Trust to Terra REIT Advisors and immediately thereafter, Terra REIT Advisors and Terra Property Trust amended and restated such management agreement. Such amended and restated management agreement has the same economic terms and is in all material respects otherwise on the same terms as the management agreement between Terra Income Advisors and Terra Property Trust in effect immediately prior to the Axar Transaction, except for the identity of our manager.

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

Origination Fee. An origination fee in the amount of 1.0% of the amount used to originate, acquire, fund, acquire or structure real estate-related loans, including any third-party expenses related to such loan. The origination fee is offset by the amount of any origination fee received by Terra Property Trust from borrowers.

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

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

Disposition Fee. A disposition fee in the amount of 1.0% of the gross sale price received by Terra Property Trust from the disposition of each loan, but not upon the maturity, prepayment, workout, modification or extension of a loan unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of (i) 1.0% of the principal amount of the loan and (ii) the amount of the fee paid by the borrower in connection with such transaction. If Terra Property Trust takes ownership of a property as a result of a workout or foreclosure of a loan, Terra Property Trust will pay a disposition fee upon the sale of such property equal to 1.0% of the sales price. In the event that the term of any real estate-related loan is extended, Terra REIT Advisors also receives an extension fee equal to the lesser of (i) 1.0% of the principal amount of the loan being extended or (ii) the amount of fee paid by the borrower in connection with such extension.

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

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Origination fee expense (1)	$	270,036	$	271,964	$	1,070,588	$	983,075
Asset management fee	942,548		762,470		2,779,888		2,285,610
Asset servicing fee	220,881		184,655		652,122		529,403
Operating expenses reimbursed to Manager	1,308,453		1,016,040		3,636,971		2,663,562
Disposition and extension fee (2)	721,612		348,211		1,358,636		1,103,993
Total	$	3,463,530	$	2,583,340	$	9,498,205	$	7,565,643

_______________

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

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

As of September 30, 2019, Terra Property Trust had 13 investments with an aggregate principal balance of $183.4 million, net of obligations under participation agreements, that provide for interest income at an annual rate of LIBOR plus a spread, 11 of which are subject to a LIBOR floor. A decrease of 100 basis points in LIBOR would decrease our annual interest income, net of interest expense on participation agreements, by approximately $0.5 million, and an increase of 100 basis points in LIBOR would increase Terra Property Trust’s annual interest income, net of interest expense on participation agreements, by approximately $1.3 million. Additionally, Terra Property Trust had $44.7 million of borrowings outstanding under a mortgage loan payable that bear interest at an annual rate of LIBOR plus 3.85% with a LIBOR floor of 2.23%, that is collateralized by an office building; and $51.3 million of borrowings outstanding under a repurchase agreement that bear interest at an annual rate of LIBOR plus a spread ranging from 2.25% to 2.35% with a LIBOR floor ranging from no floor to 2.49% and collateralized by $73.2 million of first mortgages. A decrease of 100 basis points in LIBOR would decrease Terra Property Trust’s total annual interest expense by approximately $0.2 million and an increase of 100 basis points in LIBOR would increase Terra Property Trust’s annual interest expense by approximately $0.8 million.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. In addition, in April 2018, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, announced the replacement of LIBOR with a new index, calculated by short-term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate, or the “SOFR.” At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement. Additionally, the future of LIBOR at this time is uncertain. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including Terra Property Trust’s portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of its borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities, including the value of the LIBOR-indexed, floating-rate debt securities in Terra Property Trust’s portfolio, or the cost of its borrowings. The potential effect of the phase-out or replacement of LIBOR on Terra Property Trust’s cost of capital and net investment income cannot yet be determined.

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We may hedge against interest rate fluctuations by using standard hedging instruments, such as futures, options and forward contracts, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. For the nine months ended September 30, 2019 and 2018, we did not engage in interest rate hedging activities.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including the chief executive officer and chief financial officer of our Manager (performing functions equivalent to those a principal executive officer and principal financial officer of our company would perform if we had any officers), of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019. Based on that evaluation, the chief executive officer and chief financial officer of our Manager concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.

Changes in Internal Control Over Financial Reporting

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

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither we, Terra Property Trust nor our Manager is currently subject to any material legal proceedings, nor, to our knowledge, are material legal proceedings threatened against us, Terra Property Trust or our Manager. From time to time, we, Terra Property Trust and individuals employed by our Manager or its affiliates may be a party to certain legal proceedings in the ordinary course of business. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018.

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

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6.  Exhibits.

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

Exhibit No.	Description and Method of Filing
2.1	Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, LLC, Terra Secured Income Fund Merger Sub, LLC, and Terra Secured Income Fund, dated January 1, 2016 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).
2.2	Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, LLC, Terra Secured Income Fund Merger Sub 2, LLC, and Terra Secured Income Fund 2, LLC, dated January 1, 2016 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).
2.3	Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, LLC, Terra Secured Income Fund Merger Sub 3, LLC, and Terra Secured Income Fund 3, LLC, dated January 1, 2016 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).
2.4	Agreement and Plan of Merger by and among the registrant, Terra Capital Advisors, Terra Capital Advisors 2, Terra Secured Income Fund 4, LLC, and Terra Secured Income Fund 4, LLC, dated January 1, 2016 (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).
2.5	Contribution Agreement by and among Terra Secured Income Fund, LLC, Terra Secured Income Fund 2, LLC, Terra Secured Income Fund 3, LLC, Terra Secured Income Fund 4, LLC, the registrant, and Terra Property Trust, Inc., dated January 1, 2016 (incorporated by reference to Exhibit 2.5 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).
2.6	Amendment No. 1 to the Contribution Agreement by and among Terra Secured Income Fund, LLC, Terra Secured Income Fund 2, LLC, Terra Secured Income Fund 3, LLC, Terra Secured Income Fund 4, LLC, the registrant, and Terra Property Trust, Inc., dated December 31, 2016 (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).

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Exhibit No.	Description and Method of Filing
3.1	Amended and Restated Limited Liability Company Agreement of the registrant, dated January 1, 2016 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 (File No. 000-55780) filed with the SEC on April 28, 2017).
10.1*	Amended and Restated Contribution and Repurchase Agreement, dated, November 13, 2019, by and among Terra Property Trust, Inc., Terra International Fund 3, L.P. and Terra International Fund 3 REIT, LLC.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

_______________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities indicated* thereunto duly authorized.

Date: November 13, 2019

TERRA SECURED INCOME FUND 5, LLC
By:	/s/ Vikram S. Uppal
	Vikram S. Uppal
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Gregory M. Pinkus
	Gregory M. Pinkus
	Chief Financial Officer and Chief Operating Officer,
	(Principal Financial and Accounting Officer)

___________

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

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