Related Party Transactions Disclosure | Note 7. Related Party Transactions Management Agreement The Company entered into a Management Agreement with the Manager whereby the Manager is responsible for its day-to-day operations. The Management Agreement runs co-terminus with the amended and restated operating agreement for Terra Fund 5, which is scheduled to terminate on December 31, 2023 unless Terra Fund 5 is dissolved earlier. The following table presents a summary of fees paid and costs reimbursed to the Manager in connection with providing services to the Company that are included on the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Origination and extension fee expense (1) $ 250,601 $ 117,380 $ 688,218 $ 800,552 Asset management fee 1,140,426 956,985 2,169,959 1,837,340 Asset servicing fee 253,316 226,764 487,524 431,241 Operating expenses reimbursed to Manager 1,694,875 1,213,314 3,062,064 2,328,518 Disposition fee (2) 220,424 167,091 295,944 637,024 Total $ 3,559,642 $ 2,681,534 $ 6,703,709 $ 6,034,675 _______________ (1) Origination and extension fee expense is generally offset with origination and extension fee income. Any excess is deferred and amortized to interest income over the term of the loan. (2) Disposition fee is generally offset with exit fee income and included in interest income on the consolidated statements of operations. Origination and Extension Fee Expense Pursuant to the Management Agreement, the Manager or its affiliates receives an origination fee in the amount of 1% of the amount used to originate, fund, acquire or structure real estate-related loans, including any third-party expenses related to such loans. In the event that the term of any real estate-related loan held by the Company is extended, the Manager also receives an extension fee equal to the lesser of (i) 1% of the principal amount of the loan being extended or (ii) the amount of fee paid to the Company by the borrower in connection with such extension. Asset Management Fee Under the terms of the Management Agreement, the Manager or its affiliates provides the Company with certain investment management services in return for a management fee. The Company pays a monthly asset management fee at an annual rate of 1% of the aggregate funds under management, which includes the loan origination price or aggregate gross acquisition price, as defined in the Management Agreement, for each real estate related loan and cash held by the Company. Asset Servicing Fee The Manager or its affiliates receives from the Company a monthly servicing fee at an annual rate of 0.25% of the aggregate gross origination price or acquisition price, as defined in the Management Agreement, for each real estate-related loan held by the Company. Transaction Breakup Fee In the event that the Company receives any “breakup fees,” “busted-deal fees,” termination fees, or similar fees or liquidated damages from a third-party in connection with the termination or non-consummation of any loan or disposition transaction, the Manager will be entitled to receive one-half of such amounts, in addition to the reimbursement of all out-of-pocket fees and expenses incurred by the Manager with respect to its evaluation and pursuit of such transactions. As of June 30, 2020, the Company has not received any breakup fees. Operating Expenses The Company reimburses the Manager for operating expenses incurred in connection with services provided to the operations of the Company, including the Company’s allocable share of the Manager’s overhead, such as rent, employee costs, utilities, and technology costs. Disposition Fee Pursuant to the Management Agreement, the Manager or its affiliates receives a disposition fee in the amount of 1% of the gross sale price received by the Company from the disposition of any real estate-related loan, or any portion of, or interest in, any real estate-related loan. The disposition fee is paid concurrently with the closing of any such disposition of all or any portion of any real estate-related loan or any interest therein, which is the lesser of (i) 1% of the principal amount of the loan or debt-related loan prior to such transaction or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property equal to 1% of the sales price. Distributions Paid For the three and six months ended June 30, 2020, the Company made distributions to Terra Fund 5, Terra JV and TIF3 REIT in the aggregate of $4.5 million and $13.3 million, respectively, of which $1.8 million and $10.1 million were returns of capital, respectively ( Note 10 ). For the three and six months ended June 30, 2019, the Company made distributions to Terra Fund 5 totaling $7.6 million and $15.2 million, respectively, of which $7.6 million and $11.3 million were returns of capital, respectively ( Note 10 ). Due to Manager As of June 30, 2020 and December 31, 2019, approximately $1.9 million and $1.0 million was due to the Manager, respectively, as reflected on the consolidated balance sheets, primarily related to the present value of the disposition fees on individual loans due to the Manager. Merger and Issuance of Common Stock to TIF3 REIT As discussed in Note 3 , on March 1, 2020, TPT2 merged with and into the Company with the Company continuing as the surviving company. In connection with the Merger, the Company issued 2,116,785.76 shares of common stock of the Company to Terra Fund 7, the sole stockholder of TPT2, as consideration in the Merger. In addition, on March 2, 2020, TIF3 REIT contributed cash and released obligations under the participation agreements to the Company ( Note 3 ) in exchange for the issuance of 2,457,684.59 shares of common stock of the Company. As described in Note 3 , Terra Fund 7 contributed the shares of the Company’s common stock received as consideration in the Merger to Terra JV and became a co-managing member of Terra JV pursuant to the JV Agreement. The JV Agreement and related stockholders agreement between Terra JV and the Company, dated March 2, 2020, provide for the joint approval of Terra Fund 5 and Terra Fund 7 with respect to certain major decisions that are taken by Terra JV and the Company. As of June 30, 2020, Terra JV owns 87.4% of the issued and outstanding shares of the Company’s common stock with the remainder held by TIF3 REIT, and Terra Fund 5 and Terra Fund 7 own an 87.6% and 12.4% interest, respectively, in Terra JV. Terra International 3 On September 30, 2019, the Company entered into a Contribution and Repurchase Agreement with Terra International Fund 3, L.P. (“Terra International 3”) and TIF3 REIT, a wholly-owned subsidiary of Terra International 3. Pursuant to this agreement, Terra International 3, through TIF3 REIT, contributed cash in the amount of $3.6 million to the Company 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 the Company future cash proceeds, if any, raised from time to time by it, and the Company 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 and the rules and regulations promulgated thereunder. Under Cayman securities law, when there is a change in the terms of the offering, previously admitted partners have rights to rescind their subscription. On September 24, 2019, Terra International 3 amended its private placement memorandum to change its term from finite life to perpetual life with limited opportunity for liquidity, as well as to change the selling commission structure and to provide for a dividend reinvestment plan. As a result of the change in the terms of the offering, Terra International 3 received requests to rescind all of the units of its limited partnership interest at a price of $100,000 per unit. On April 29, 2020, the Company repurchased, at a price of $17.02 per share, the 212,691 shares of common stock that the Company had previously sold to TIF3 REIT on September 30, 2019. Terra International 3 honored all of the rescission requests that it had received with proceeds from the repurchase. Participation Agreements In the normal course of business, the Company may enter into participation agreements (“PAs”) with related parties, primarily other affiliated funds managed by the Manager, and to a lesser extent, unrelated parties (the “Participants”). The purpose of the PAs is to allow the Company and an affiliate to originate a specified loan when, individually, the Company does not have the liquidity to do so or to achieve a certain level of portfolio diversification. The Company may transfer portions of its investments to other Participants or it may be a Participant to a loan held by another entity. ASC 860, Transfers and Servicing (“ASC 860”) , establishes accounting and reporting standards for transfers of financial assets. ASC 860-10 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The Company has determined that the participation agreements it enters into are accounted for as secured borrowings under ASC 860 (See “ Participation interests ” in Note 2 and “ Obligations under Participation Agreements ” in ( Note 7 ). Participation Interests Purchased by the Company The below table lists the loan interests participated in by the Company via PAs as of June 30, 2020 and December 31, 2019. In accordance with the terms of each PA, each Participant’s rights and obligations, as well as the proceeds received from the related borrower/issuer of the loan, are based upon their respective pro rata participation interest in the loan. June 30, 2020 December 31, 2019 Participating Interests Principal Balance Carrying Value Participating Interests Principal Balance Carrying Value LD Milpitas Mezz, LP (1) 25.00% 4,250,000 4,297,989 25.00% 3,120,887 3,150,546 ________________ (1) On June 27, 2018, the Company entered into a participation agreement with Terra Income Fund 6, Inc. (“Terra Fund 6”) to purchase a 25% participation interest, or $4.3 million, in a $17.0 million mezzanine loan. As of June 30, 2020, all of the commitment has been funded. Transfers of Participation Interest by the Company The following tables summarize the loans that were subject to PAs with affiliated entities as of June 30, 2020 and December 31, 2019: Transfers Treated as Obligations Under Participation Agreements as of Principal Balance Carrying Value % Transferred Principal Balance (6) Carrying Value (6) 14th & Alice Street Owner, LLC (5) $ 24,510,905 $ 24,689,333 80.00 % $ 19,608,724 $ 19,689,912 370 Lex Part Deux, LLC (2) 51,037,529 51,094,313 35.00 % 17,863,135 17,863,135 City Gardens 333 LLC (2) 27,449,731 27,461,070 14.00 % 3,842,964 3,844,468 NB Private Capital, LLC (2) 19,670,115 19,837,285 16.67 % 3,282,565 3,310,427 Orange Grove Property Investors, LLC (2) 10,600,000 10,699,082 80.00 % 8,480,000 8,559,225 RS JZ Driggs, LLC (2) 8,200,000 8,276,271 50.00 % 4,100,000 4,138,136 Stonewall Station Mezz LLC (2) 10,010,007 10,097,447 44.00 % 4,404,403 4,442,374 The Bristol at Southport, LLC (5) 23,500,000 23,671,815 21.28 % 5,000,000 5,036,556 TSG-Parcel 1, LLC (2) 18,000,000 18,180,000 11.11 % 2,000,000 2,020,000 Windy Hill PV Five CM, LLC (5) 13,797,643 13,498,117 69.11 % 9,534,957 9,342,286 $ 206,775,930 $ 207,504,733 $ 78,116,748 $ 78,246,519 Transfers Treated as Obligations Under Participation Agreements as of Principal Balance Carrying Value % Transferred Principal Balance (6) Carrying Value (6) 14th & Alice Street Owner, LLC (5) $ 12,932,034 $ 12,957,731 80.00 % $ 10,345,627 $ 10,387,090 2539 Morse, LLC (1)(3)(7) 7,000,000 7,067,422 40.00 % 2,800,001 2,825,519 370 Lex Part Deux, LLC (2)(4)(7) 48,349,948 48,425,659 47.00 % 22,724,476 22,724,476 Austin H. I. Owner LLC (1)(7) 3,500,000 3,531,776 30.00 % 1,050,000 1,059,532 City Gardens 333 LLC (1)(2)(3)(4)(7) 28,049,717 28,056,179 47.00 % 13,182,584 13,184,648 High Pointe Mezzanine Investments, LLC (3)(7) 3,000,000 3,263,285 37.20 % 1,116,000 1,217,160 NB Private Capital, LLC (1)(2)(3)(4)(7) 20,000,000 20,166,610 72.40 % 14,480,392 14,601,021 Orange Grove Property Investors, LLC (2) 10,600,000 10,696,587 80.00 % 8,480,000 8,557,205 RS JZ Driggs, LLC (2) 8,200,000 8,286,629 50.00 % 4,100,000 4,142,264 SparQ Mezz Borrower, LLC (1)(3)(7) 8,700,000 8,783,139 36.81 % 3,202,454 3,231,689 Stonewall Station Mezz LLC (2) 9,792,767 9,875,162 44.00 % 4,308,817 4,344,635 The Bristol at Southport, LLC (1)(3)(4)(7) 23,500,000 23,661,724 42.44 % 9,974,444 10,043,088 TSG-Parcel 1, LLC (1)(2)(7) 18,000,000 18,180,000 37.78 % 6,800,000 6,868,000 $ 201,624,466 $ 202,951,903 $ 102,564,795 $ 103,186,327 ________________ (1) Participant was Terra Secured Income Fund 5 International, an affiliated fund advised by the Manager. (2) Participant is Terra Fund 6, an affiliated fund advised by Terra Income Advisors. (3) Participant was Terra Income Fund International, an affiliated fund advised by the Manager. (4) Participant was TPT2, an affiliated fund managed by the Manager. (5) Participant is a third-party. (6) Amounts transferred may not agree to the proportionate share of the principal balance and fair value due to the rounding of percentage transferred. (7) As discussed in Note 3 , in March 2020, the Company settled an aggregate of $49.8 million of participation interests in loans held by the Company with TPT2 and TIF3 REIT, which TIF3 REIT received from Terra Secured Income Fund 5 International and Terra Income Fund International. In connection with the Merger and the Issuance of Common Stock to TIF3 REIT, the related participation obligations were settled. These investments are held in the name of the Company, but each of the Participant’s rights and obligations, including interest income and other income ( e.g. , exit fee, prepayment income) and related fees/expenses ( e.g. , disposition fees, asset management and asset servicing fees), are based upon their respective pro rata participation interest in such participated investments, as specified in the respective PA. The Participants’ share of the investments is repayable only from the proceeds received from the related borrower/issuer of the investments and, therefore, the Participants also are subject to credit risk ( i.e. , risk of default by the underlying borrower/issuer). Pursuant to the PAs with these entities, the Company receives and allocates the interest income and other related investment income to the Participants based on their respective pro rata participation interest. The Participants pay any expenses, including any fees to the Manager, only on their respective pro rata participation interest, subject to the terms of the respective governing fee arrangements. Co-investment |