Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Terra Property Trust, Inc. | |
Entity Central Index Key | 0001674356 | |
Title of 12(b) Security | 6.00% Notes due 2026 | |
Trading Symbol | TPTA | |
Security Exchange Name | NYSE | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 000-56117 | |
Entity Tax Identification Number | 81-0963486 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 550 Fifth Avenue | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 753-5100 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 19,487,460 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 51,975,601 | $ 18,607,952 |
Restricted cash | 10,201,589 | 12,145,616 |
Cash held in escrow by lender | 3,941,142 | 2,166,755 |
Marketable securities | 4,437,855 | 1,287,500 |
Loans held for investment | 480,462,652 | 422,280,515 |
Equity investment in a limited partnership, net | 49,909,985 | 36,259,959 |
Real estate owned, Net | ||
Land, building and building improvements, net | 62,136,708 | 63,385,339 |
Lease intangible assets, net | 8,233,891 | 9,793,600 |
Operating lease right-of-use assets | 27,398,786 | 16,105,888 |
Deal deposits | 9,529,476 | 0 |
Interest receivable | 2,692,367 | 2,509,589 |
Other assets | 3,334,108 | 3,934,468 |
Total assets | 714,254,160 | 588,477,181 |
Liabilities | ||
Term loan payable, net of deferred financing fees | 91,633,624 | 105,245,801 |
Unsecured notes payable, net of debt issuance cost | 81,706,136 | 0 |
Obligations under participation agreements (Note 8 ) | 106,190,225 | 71,581,897 |
Mortgage loan payable, net of deferred financing fees and other | 32,301,666 | 44,117,293 |
Revolving line of credit payable, net of deferred financing fees | 24,832,405 | 0 |
Secured borrowing | 31,525,439 | 18,187,663 |
Interest reserve and other deposits held on investments | 10,201,589 | 12,145,616 |
Operating lease liabilities | 27,398,786 | 16,105,888 |
Lease intangible liabilities, net (Note 6) | 9,885,182 | 10,249,776 |
Due to Manager (Note 8) | 1,912,557 | 1,257,098 |
Interest payable | 1,950,670 | 1,185,502 |
Accounts payable and accrued expenses | 1,315,337 | 3,968,603 |
Unearned income | 424,976 | 677,856 |
Distributions Payable | 3,906 | 0 |
Other liabilities | 1,231,289 | 429,123 |
Total liabilities | 422,513,787 | 285,152,116 |
Commitments and Contingencies | ||
Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and none issued | 0 | 0 |
Common stock, $0.01 par value, 450,000,000 shares authorized and 19,487,460 shares issued and outstanding at both September 30, 2021 and December 31, 2020, respectively | 194,875 | 194,875 |
Additional paid-in capital | 373,443,672 | 373,443,672 |
Accumulated deficit | (82,023,174) | (70,438,482) |
Total equity | 291,740,373 | 303,325,065 |
Total liabilities and equity | 714,254,160 | 588,477,181 |
Loans held for investment, net | ||
Assets | ||
Loans held for investment | 480,462,652 | 417,986,462 |
Loans Held For Investment Acquired Through Participation | ||
Assets | ||
Loans held for investment | 0 | 4,294,053 |
Cumulative Preferred Stock | ||
Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and none issued | $ 125,000 | $ 125,000 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 |
Common Stock, Shares, Issued | 19,487,460 | 19,487,460 |
Common Stock, Shares, Outstanding | 19,487,460 | 19,487,460 |
Cumulative Preferred Stock | ||
Preferred Stock, Shares Authorized | 125 | 125 |
Preferred Stock, Shares Issued | 125 | 125 |
Preferred Stock, Shares Outstanding | 125 | 125 |
Preferred Stock, Dividend Rate, Percentage | 12.50% | 12.50% |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues [Abstract] | ||||
Interest income | $ 9,918,763 | $ 9,994,763 | $ 26,790,178 | $ 29,231,803 |
Real estate operating income | 2,191,178 | 2,990,919 | 6,468,519 | 7,555,065 |
Prepayment Fees on Advances, Net | 190,997 | 0 | 190,997 | 0 |
Other operating income | 345,180 | 76,736 | 741,973 | 417,750 |
Total | 12,646,118 | 13,062,418 | 34,191,667 | 37,204,618 |
Operating expenses | ||||
Operating expenses reimbursed to Manager | 1,528,223 | 1,719,767 | 4,878,050 | 4,781,831 |
Asset management fee | 1,420,119 | 1,151,166 | 3,733,358 | 3,321,125 |
Asset serving fee | 311,127 | 258,860 | 861,324 | 746,384 |
Provision for loan losses | 716,164 | 42,443 | 1,565,245 | 1,356,737 |
Real estate operating expenses | 1,264,501 | 841,708 | 3,751,921 | 2,657,433 |
Depreciation and amortization | 931,725 | 1,811,266 | 2,795,173 | 3,704,254 |
Professional Fees | 535,564 | 407,444 | 1,525,915 | 1,075,303 |
Directors Fee | 36,249 | 36,250 | 108,748 | 153,750 |
Other | 95,775 | 72,231 | 299,960 | 404,882 |
Total Operating Expenses | 6,839,447 | 6,341,135 | 19,519,694 | 18,201,699 |
Operating Income | 5,806,671 | 6,721,283 | 14,671,973 | 19,002,919 |
Other Income and expense | ||||
Interest expense from obligations under participation agreements | (3,278,294) | (1,975,269) | (7,931,176) | (6,358,657) |
Interest expense on repurchase agreement payable | 0 | (706,527) | 0 | (3,727,466) |
Interest expense on mortgage loan payable | (573,687) | (756,509) | (1,916,696) | (2,256,898) |
Interest expense on revolving line of credit | (223,902) | (463,333) | (404,399) | (1,238,311) |
Interest expense on term loan payable | (1,653,250) | (476,411) | (4,972,200) | (476,411) |
Interest expense on unsecured notes payable | (1,409,274) | 0 | (1,746,135) | 0 |
Interest expense on secured borrowing | (467,957) | (236,632) | (1,102,667) | (446,745) |
Net loss on extinguishment of obligations under participation agreements | 0 | 0 | 0 | (319,453) |
Net unrealized losses (gains) on marketable securities | (257,329) | (38,527) | (23,063) | 28,995 |
Income from equity investment in a limited partnership | 1,824,825 | 0 | 4,563,491 | 0 |
Realized loss on loan repayments | (517,989) | 0 | (517,989) | 0 |
Realized gains on marketable securities | 22,428 | 75,055 | 22,428 | 1,160,162 |
Other Nonoperating Income (Expense) | (6,534,429) | (4,578,153) | (14,028,406) | (13,634,784) |
Net (loss) income | (727,758) | 2,143,130 | 643,567 | 5,368,135 |
Series A preferred stock dividend declared | (3,906) | (3,906) | (11,718) | (11,718) |
Net (loss) income allocable to common stock | $ (731,664) | $ 2,139,224 | $ 631,849 | $ 5,356,417 |
(Loss) earnings per share — basic and diluted | $ (0.04) | $ 0.11 | $ 0.03 | $ 0.29 |
Weighted-average shares — basic and diluted | 19,487,460 | 19,487,461 | 19,487,460 | 18,586,627 |
Distributions declared per common share | $ 0.2 | $ 0.2 | $ 0.63 | $ 0.96 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Statement - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (727,758) | $ 2,143,130 | $ 643,567 | $ 5,368,135 |
Other comprehensive loss | ||||
Net unrealized gains on marketable securities | 0 | 0 | 0 | 192,919 |
Reclassification of net realized gains on marketable securities into earnings | 0 | 0 | 0 | (192,919) |
Other comprehensive income | 0 | 0 | 0 | 0 |
Total comprehensive Income | (727,758) | 2,143,130 | 643,567 | 5,368,135 |
Series A preferred stock dividend declared | (3,906) | (3,906) | (11,718) | (11,718) |
Comprehensive (loss) income attributable to common shares | $ (731,664) | $ 2,139,224 | $ 631,849 | $ 5,356,417 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Preferred Stock | Preferred StockCumulative Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at beginning (Share) at Dec. 31, 2019 | 125 | 15,125,681 | |||||
Balance beginning at Dec. 31, 2019 | $ 247,543,733 | $ 0 | $ 125,000 | $ 151,257 | $ 301,727,297 | $ (54,459,821) | $ 0 |
Issuance of common stock (Shares) | 4,574,470 | ||||||
Issuance of common stock | 75,379,993 | $ 45,745 | 75,334,248 | ||||
Distribution declared on common share | (8,832,071) | (8,832,071) | |||||
Distributions declared on preferred shares | (3,906) | (3,906) | |||||
Net (loss) income | 578,963 | 578,963 | |||||
Net unrealized gains on marketable securities | 192,919 | 192,919 | |||||
Reclassification of net realized gains on marketable securities into earnings | (8,894) | (8,894) | |||||
Balance at ending (Share) at Mar. 31, 2020 | 125 | 19,700,151 | |||||
Balance ending at Mar. 31, 2020 | 314,850,737 | 0 | $ 125,000 | $ 197,002 | 377,061,545 | (62,716,835) | 184,025 |
Balance at beginning (Share) at Dec. 31, 2019 | 125 | 15,125,681 | |||||
Balance beginning at Dec. 31, 2019 | 247,543,733 | 0 | $ 125,000 | $ 151,257 | 301,727,297 | (54,459,821) | 0 |
Payment for repurchase of common stock | (3,620,000) | ||||||
Distribution declared on common share | (17,300,000) | ||||||
Net (loss) income | 5,368,135 | ||||||
Net unrealized gains on marketable securities | 192,919 | ||||||
Reclassification of net realized gains on marketable securities into earnings | (192,919) | ||||||
Balance at ending (Share) at Sep. 30, 2020 | 125 | 19,487,460 | |||||
Balance ending at Sep. 30, 2020 | 307,334,970 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (66,428,577) | 0 |
Balance at beginning (Share) at Mar. 31, 2020 | 125 | 19,700,151 | |||||
Balance beginning at Mar. 31, 2020 | 314,850,737 | 0 | $ 125,000 | $ 197,002 | 377,061,545 | (62,716,835) | 184,025 |
Repurchased of common stock (shares) | (212,691) | ||||||
Repurchased of common stock | (3,620,000) | $ (2,127) | (3,617,873) | ||||
Distribution declared on common share | (4,459,975) | (4,459,975) | |||||
Distributions declared on preferred shares | (3,906) | (3,906) | |||||
Net (loss) income | 2,646,042 | 2,646,042 | |||||
Reclassification of net realized gains on marketable securities into earnings | (184,025) | (184,025) | |||||
Balance at ending (Share) at Jun. 30, 2020 | 125 | 19,487,460 | |||||
Balance ending at Jun. 30, 2020 | 309,228,873 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (64,534,674) | 0 |
Distribution declared on common share | (4,033,127) | (4,033,127) | |||||
Distributions declared on preferred shares | (3,906) | (3,906) | |||||
Net (loss) income | 2,143,130 | 2,143,130 | |||||
Net unrealized gains on marketable securities | 0 | ||||||
Reclassification of net realized gains on marketable securities into earnings | 0 | ||||||
Balance at ending (Share) at Sep. 30, 2020 | 125 | 19,487,460 | |||||
Balance ending at Sep. 30, 2020 | 307,334,970 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (66,428,577) | 0 |
Balance at beginning (Share) at Dec. 31, 2020 | 125 | 19,487,460 | |||||
Balance beginning at Dec. 31, 2020 | 303,325,065 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (70,438,482) | 0 |
Distribution declared on common share | (3,893,595) | (3,893,595) | |||||
Distributions declared on preferred shares | (3,906) | (3,906) | |||||
Net (loss) income | 1,476,096 | 1,476,096 | |||||
Balance at ending (Share) at Mar. 31, 2021 | 125 | 19,487,460 | |||||
Balance ending at Mar. 31, 2021 | 300,903,660 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (72,859,887) | 0 |
Balance at beginning (Share) at Dec. 31, 2020 | 125 | 19,487,460 | |||||
Balance beginning at Dec. 31, 2020 | 303,325,065 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (70,438,482) | 0 |
Payment for repurchase of common stock | 0 | ||||||
Distribution declared on common share | (12,200,000) | ||||||
Net (loss) income | 643,567 | ||||||
Net unrealized gains on marketable securities | 0 | ||||||
Reclassification of net realized gains on marketable securities into earnings | 0 | ||||||
Balance at ending (Share) at Sep. 30, 2021 | 125 | 19,487,460 | |||||
Balance ending at Sep. 30, 2021 | 291,740,373 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (82,023,174) | 0 |
Balance at beginning (Share) at Mar. 31, 2021 | 125 | 19,487,460 | |||||
Balance beginning at Mar. 31, 2021 | 300,903,660 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (72,859,887) | 0 |
Distribution declared on common share | (4,429,352) | (4,429,352) | |||||
Distributions declared on preferred shares | (3,906) | (3,906) | |||||
Net (loss) income | (104,771) | (104,771) | |||||
Balance at ending (Share) at Jun. 30, 2021 | 125 | 19,487,460 | |||||
Balance ending at Jun. 30, 2021 | 296,365,631 | 0 | $ 125,000 | $ 194,875 | 373,443,672 | (77,397,916) | 0 |
Distribution declared on common share | (3,893,594) | (3,893,594) | |||||
Distributions declared on preferred shares | (3,906) | ||||||
Net (loss) income | (727,758) | (727,758) | |||||
Net unrealized gains on marketable securities | 0 | ||||||
Reclassification of net realized gains on marketable securities into earnings | 0 | ||||||
Balance at ending (Share) at Sep. 30, 2021 | 125 | 19,487,460 | |||||
Balance ending at Sep. 30, 2021 | $ 291,740,373 | $ 0 | $ 125,000 | $ 194,875 | $ 373,443,672 | $ (82,023,174) | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder Equity (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Distributions declared per common share | $ 0.2 | $ 0.23 | $ 0.2 | $ 0.2 | $ 0.23 | $ 0.53 | $ 0.63 | $ 0.96 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net (loss) income | $ 643,567 | $ 5,368,135 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Paid-in-Kind Interest | (1,000,028) | (1,813,230) |
Depreciation and amortization | 2,795,173 | 3,704,254 |
Provision for loan losses | 1,565,245 | 1,356,737 |
Lease termination fee income | 0 | (236,000) |
Amortization of net purchase premiums on loans | 46,043 | 41,807 |
Straight-line rent adjustments | (299,396) | (727,806) |
Amortization of deferred financing costs | 852,250 | 1,484,995 |
Amortization of discount on unsecured notes payable | 136,913 | 0 |
Net loss on extinguishment of obligations under participation agreements | 0 | 319,453 |
Amortization of above and below Market Leases | (253,665) | (942,574) |
Amortization and accretion of investment-related fees, net | (89,846) | (16,424) |
Amortization of above-market rent ground lease | (97,762) | (97,761) |
Realized loss on loan repayments | 517,989 | 0 |
Realized gains on marketable securities | (22,428) | (1,160,162) |
Net unrealized losses (gains) on marketable securities | 23,063 | (28,995) |
Income from equity investment in a limited partnership | (4,563,491) | 0 |
Distributions from equity investment in a limited partnership | 4,563,491 | 0 |
Changes in operating assets and liabilities: | ||
Deal deposits | (9,529,476) | 0 |
Interest receivable | (182,778) | (983,769) |
Other assets | 899,756 | (128,693) |
Due to Manager | 93,226 | 111,076 |
Unearned income | (179,499) | (559,002) |
Interest payable | 765,168 | 110,304 |
Accounts payable and accrued expenses | (2,653,266) | 1,228,370 |
Other liabilities | 802,166 | (805,229) |
Net cash (used in) provided by operating activities | (5,167,585) | 6,225,486 |
Cash flows from investing activities: | ||
Origination and purchase of loans | (163,504,926) | (85,758,523) |
Proceeds from repayments of loans | 105,909,237 | 28,690,175 |
Purchase of partnership interest in a limited partnership | (14,065,197) | 0 |
Purchase of marketable securities | (6,479,147) | (6,039,567) |
Proceeds from sale of marketable securities | 3,328,157 | 6,023,723 |
Return of capital from equity investment in a limited partnership | 415,172 | 0 |
Net cash used in investing activities | (74,396,704) | (57,084,192) |
Cash flows from financing activities: | ||
Proceeds from borrowings under the term loan | 2,595,576 | 105,888,747 |
Proceeds from borrowings under revolving line of credit | 25,299,713 | 35,000,000 |
Repayments of obligations under participation agreements | (23,625,186) | (557,778) |
Distributions paid | (12,224,353) | (17,332,985) |
Proceeds from secured borrowing | 13,196,034 | 15,604,562 |
Proceeds from issuance of unsecured notes payable, net of discount | 82,464,844 | 0 |
Proceeds from obligations under participation agreements | 57,103,598 | 19,784,155 |
Repayment of mortgage principal | (11,855,650) | (404,252) |
Change in interest reserve and other deposits held on investments | (1,944,027) | 7,475,137 |
Repayment of borrowings under the term loan | (16,585,001) | |
Payment of financing costs | (1,663,250) | (2,279,872) |
Repayment of borrowings under repurchase agreement | (103,994,570) | |
Repayment of borrowings under revolving line of credit | 0 | (10,000,000) |
Payment for repurchase of common stock | 0 | (3,620,000) |
Proceeds from borrowings under repurchase agreement | 0 | 22,860,134 |
Cash, cash equivalents and restricted cash at beginning of period | 32,920,323 | 50,549,700 |
Cash, cash equivalents and restricted cash at end of period (Note 2) | $ 66,118,332 | 93,611,346 |
Terra Property Trust 2 Inc | ||
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | 16,897,074 | |
Terra Offshore REIT | ||
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | $ 8,600,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows Consolidated Statement of Cash Flows - Supplemental cash information - (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Cash paid for interest | $ 14,973,631 | $ 12,030,182 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flow - Merger (Parenthetical) | Mar. 01, 2020USD ($)$ / shares |
Terra Fund 7 | |
Common Stock, Par Value Per Share | $ / shares | $ 0.01 |
Terra Property Trust 2 Inc | |
Equity issued in the Merger | $ 34,630,615 |
Proceeds from equity issued in the Merger | 16,897,074 |
Business Combination Consideration | 17,733,541 |
Settlement of obligations under participation agreements | 17,688,741 |
Interest receivable | 134,543 |
Other assets | 18,384 |
Accounts payable and accrued expenses | (57,433) |
Due to Manager | (50,694) |
Net Assets Exchanged | $ 17,733,541 |
Common Stock, Par Value Per Share | $ / shares | $ 0.01 |
Consolidated Statements of Ca_3
Consolidated Statements of Cash Flows - Non-cash Proceeds from Issuance of Common Stock to TIF3 REIT (Parenthetical) | Mar. 02, 2020USD ($) |
Terra Offshore Funds REIT | |
Equity issued in the Merger | $ 40,749,378 |
Proceeds from equity issued to Terra Offshore REIT | 8,600,000 |
Business Combination Consideration | 32,149,378 |
Settlement of obligations under participation agreements | 32,112,257 |
Interest receivable | 270,947 |
Due to Manager | (233,826) |
Net Assets Exchanged | $ 32,149,378 |
Consolidated Statements of Ca_4
Consolidated Statements of Cash Flows - Non-cash Proceeds from Issuance of Common Stock to TIF3 REIT - Narrative (Parenthetical) - Terra Offshore Funds REIT | Mar. 02, 2020USD ($)shares |
Business Combination Common Stock Shares | shares | 2,457,684.59 |
Loans held for investment acquired through participation | $ 32,112,257 |
Proceeds from issuance of common stock | $ 8,600,000 |
Business
Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Note 1. Business Terra Property Trust, Inc. (and, together with its consolidated subsidiaries, the “Company” or “Terra Property Trust”) was incorporated under the general corporation laws of the State of Maryland on December 31, 2015. Terra Property Trust is a real estate credit focused company that originates, structures, funds and manages commercial real estate investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments. The Company’s loans finance the acquisition, construction, development or redevelopment of quality commercial real estate in the United States. The Company focuses on the origination of middle market loans in the approximately $10 million to $50 million range, to finance properties in primary and secondary markets. On January 1, 2016, Terra Secured Income Fund 5, LLC (“Terra Fund 5”), the Company’s then parent, contributed its consolidated portfolio of net assets to the Company pursuant to a contribution agreement in exchange for shares of the Company’s common stock. Upon receipt of the contribution of the consolidated portfolio of net assets from Terra Fund 5, the Company commenced its operations on January 1, 2016. On March 2, 2020, the Company engaged in a series of transactions pursuant to which the Company issued an aggregate of 4,574,470.35 shares of its common stock in exchange for the settlement of an aggregate of $49.8 million of participation interests in loans held by the Company, cash of $25.5 million and other working capital. As of September 30, 2021, Terra JV, LLC (“Terra JV”) held 87.4% of the issued and outstanding shares of the Company's common stock with the remainder held by Terra Offshore REIT ( Note 3 ). The Company has elected to be taxed, and to qualify annually thereafter, as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), commencing with the taxable year ended December 31, 2016. As a REIT, the Company is not subject to federal income taxes on income and gains distributed to the stockholders as long as certain requirements are satisfied, principally relating to the nature of income and the level of distributions, as well as other factors. The Company also operates its business in a manner that permits it to maintain its exemption from registration as an “investment company” under the Investment Company Act of 1940, as amended. The Company’s investment activities are externally managed by Terra REIT Advisors, LLC (“Terra REIT Advisors” or the “Manager”), a subsidiary of the Company’s sponsor, Terra Capital Partners, LLC (“Terra Capital Partners”), pursuant to a management agreement (the “Management Agreement”), under the oversight of the Company’s board of directors ( Note 8 ). The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are employees of the Manager or by individuals who were contracted by the Company or by the Manager to work on behalf of the Company pursuant to the terms of the Management Agreement. On April 1, 2021, Mavik Capital Management, LP (“Mavik”), an entity controlled by Vikram S. Uppal, the Chief Executive Officer of the Company, completed a series of related transactions that resulted in all of the outstanding interests in Terra Capital Partners, being acquired by Mavik for a combination of cash and interests in Mavik (the “Recapitalization”). No amendments or other modifications were made to the Management Agreement in connection with the Recapitalization and the Manager and its personnel continue to serve as the external manager of the Company pursuant to the terms of the Management Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include all of the Company’s accounts and those of its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting (see Note 5 ). VIE Model An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Under the VIE model, limited partnerships are considered a VIE unless the limited partners hold substantive kick-out or participating rights over the general partner. The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. Loans Held for Investment The Company originates, acquires, and structures real estate-related loans generally to be held to maturity. Loans held for investment are carried at the principal amount outstanding, adjusted for the accretion of discounts on investments and exit fees, and the amortization of premiums on investments and origination fees. The Company’s preferred equity investments, which are economically similar to mezzanine loans and subordinate to any loans but senior to common equity, are accounted for as loans held for investment. Loans are carried at cost less allowance for loan losses. Allowance for Loan Losses The Company’s loans are typically collateralized by either the sponsors’ equity interest in the real estate properties or the underlying real estate properties. As a result, the Company regularly evaluates the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations and/or reserve balances are sufficient to cover the debt service requirements currently and into the future; (ii) the ability of the borrower to refinance the loan; and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of the sponsor as well as its competency in managing and operating the real estate property. In addition, the Company considers the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, the capitalization and discount rates; (ii) site inspections; and (iii) current credit spreads and discussions with market participants. The Manager performs a quarterly evaluation for possible impairment of the Company’s portfolio of loans. A loan is impaired if it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. Impairment is measured based on the present value of expected future cash flows or the fair value of the collateral if the loan is collateral dependent. Upon measurement of impairment, the Company records an allowance to reduce the carrying value of the loan with a corresponding charge to net income. In conjunction with the quarterly evaluation of loans not considered impaired, the Manager assesses the risk factors of each loan and assigns each loan a risk rating between 1 and 5, which is an average of the numerical ratings in the following categories: (i) sponsor capability and financial condition; (ii) loan and collateral performance relative to underwriting; (iii) quality and stability of collateral cash flows and/or reserve balances; and (iv) loan to value. Based on a 5-point scale, the Company’s loans are rated “1” through “5”, from less risk to greater risk, as follows: Risk Rating Description 1 Very low risk 2 Low risk 3 Moderate/average risk 4 Higher risk 5 Highest risk The Company records an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4”, plus (ii) 5% of the aggregate carrying amount of loans rated as a “5”, plus (iii) impaired loan reserves, if any. There may be circumstances where the Company modifies a loan by granting the borrower a concession that it might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDR”s) unless the modification solely results in a delay in a payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes. Equity Investment in a Limited Partnership The Company accounts for its equity interest in a limited partnership under the equity method of accounting, i.e., at cost, increased or decreased by its share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting. Marketable Securities The Company from time to time invests in short term debt and equity securities. These securities are classified as available-for-sale and are carried at fair value. Changes in the fair value of equity securities are recognized in earnings. Changes in the fair value of debt securities are reported in other comprehensive income until a gain or loss on the securities is realized. Real Estate Owned, Net Real estate acquired is recorded at its estimated fair value at acquisition and is shown net of accumulated depreciation and impairment charges. Acquisition of properties generally are accounted for as asset acquisitions. Under asset acquisition accounting, the costs to acquire real estate, including transaction costs, are accumulated and then allocated to individual assets and liabilities acquired based upon their relative fair value. The Company allocates the purchase price of its real estate acquisitions to land, building, tenant improvements, acquired in-place leases, intangibles for the value of any above or below market leases at fair value and to any other identified intangible assets or liabilities. The Company amortizes the value allocated to in-place leases over the remaining lease term, which is reported in depreciation and amortization expense on its consolidated statements of operations. The value allocated to above or below market leases are amortized over the remaining lease term as an adjustment to rental income. Real estate assets are depreciated using the straight-line method over their estimated useful lives: buildings and improvements - not to exceed 40 years, and tenant improvements - shorter of the lease term or life of the asset. Ordinary repairs and maintenance which are not reimbursed by the tenants are expensed as incurred. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their estimated useful life. Management reviews the Company’s real estate for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of recoverability is based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate assets. If impaired, the real estate asset will be written down to its estimated fair value. Leases The Company determines if an arrangement is a lease at inception. Operating leases in which the Company is the lessee are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s lease typically does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made in advance and excludes lease incentives if there were any. The Company’s lease term may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Deal Deposits When negotiating the acquisition of investments, the Company may be required a fund a refundable deposit in order to facilitate the transaction. These deposits are not interest bearing and will either be applied to the purchase price at the time the investment closes or be refunded when the Company determines the transaction is not likely to close. The Company classifies these deposits as deal deposits on the consolidated balance sheet Revenue Recognition Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Interest Income: Interest income is accrued based upon the outstanding principal amount and contractual terms of the loans and preferred equity investments that the Company expects to collect and it is accrued and recorded on a daily basis. Discounts and premiums on investments purchased are accreted or amortized over the expected life of the respective loan using the effective yield method, and are included in interest income in the consolidated statements of operations. Loan origination fees and exit fees, net of portions attributable to obligations under participation agreements, are capitalized and amortized or accreted to interest income over the life of the investment using the effective yield method. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of the Manager, recovery of income and principal becomes doubtful. Outstanding interest receivable is assessed for recoverability. Interest is then recorded on the basis of cash received until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. The Company holds loans in its portfolio that contain paid-in-kind (“PIK”) interest provisions. The PIK interest, which represents contractually deferred interest that is added to the principal balance that is due at maturity, is recorded on the accrual basis. Real Estate Operating Revenues: Real estate operating revenue is derived from leasing of space to various types of tenants. The leases are for fixed terms of varying length and generally provide for annual rent increases and expense reimbursements to be paid in monthly installments. Lease revenue, or rental income from leases, is recognized on a straight-line basis over the term of the respective leases. Additionally, the Company recorded above- and below-market lease intangibles, which are included in real estate owned, net, in connection with the acquisition of the real estate properties. These intangible assets and liabilities are amortized to lease revenue over the remaining contractual lease term. Other Revenues: Prepayment fee income is recognized as prepayments occur. All other income is recognized when earned. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments, with original maturities of ninety days or less when purchased, as cash equivalents. Cash and cash equivalents are exposed to concentrations of credit risk. The Company maintains all of its cash at financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. Restricted cash represents cash held as additional collateral by the Company on behalf of the borrowers related to the investments in loans or preferred equity instruments for the purpose of such borrowers making interest and property-related operating payments. Restricted cash is not available for general corporate purposes. The related liability is recorded in “ Interest reserve and other deposits held on investments ” on the consolidated balance sheets. Cash held in escrow by lender represents amounts funded to an escrow account for debt services and tenant improvements. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Company’s consolidated balance sheets to the total amount shown in its consolidated statements of cash flows: September 30, 2021 2020 Cash and cash equivalents $ 51,975,601 $ 65,729,695 Restricted cash 10,201,589 26,017,300 Cash held in escrow by lender 3,941,142 1,864,351 Total cash, cash equivalents and restricted cash shown in the consolidated $ 66,118,332 $ 93,611,346 Participation Interests Loan participations from the Company which do not qualify for sale treatment remain on the Company’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements. For the investments for which participation has been granted, the interest earned on the entire loan balance is recorded within “ Interest income ” and the interest related to the participation interest is recorded within “ Interest expense from obligations under participation agreements ” in the consolidated statements of operations. Interest expense from obligations under participation agreement is reversed when recovery of interest income on the related loan becomes doubtful. See “ Obligations under Participation Agreements ” in Note 9 for additional information. Term Loan The Company finances certain of its senior loans through borrowings under an indenture and credit agreement. The Company accounts for the borrowings as a term loan, which is carried at the contractual amount (cost), net of unamortized deferred financing fees. Fair Value Measurements United States generally accepted accounting principles (“U.S. GAAP”) establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The Company has not elected the fair value option for its financial instruments, including loans held for investment, loans held for investment acquired through participation, obligations under participation agreements, secured borrowing, mortgage loan payable and revolving line of credit. Such financial instruments are carried at cost, less impairment, where applicable. Marketable securities are financial instruments that are reported at fair value. Deferred Financing Costs Deferred financing costs represent fees and expenses incurred in connection with obtaining financing for investments. These costs are presented in the consolidated balance sheets as a direct deduction of the debt liability to which the costs pertain. These costs are amortized using the effective interest method and are included in interest expense on the applicable borrowings in the consolidated statements of operations over the life of the borrowings. Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2016. In order to qualify as a REIT, the Company is required, among other things, to distribute at least 90% of its REIT net taxable income to the stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income taxes on income and gains distributed to the stockholders as long as certain requirements are satisfied, principally relating to the nature of income and the level of distributions, as well as other factors. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax for taxable years before 2018) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. Any gains from the sale of foreclosed properties within two years are subject to U.S. federal and state income taxes at regular corporate rates. As of September 30, 2021, the Company has satisfied all the requirements for a REIT. No provision for federal income taxes has been included in the consolidated financial statements for the three and nine months ended September 30, 2021 and 2020. The Company did not have any uncertain tax positions that met the recognition or measurement criteria of Accounting Standards Codification (“ASC”) 740-10-25, Income Taxes , nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in its consolidated statements of operations. For the three and nine months ended September 30, 2021 and 2020, the Company did not incur any interest or penalties. Although the Company files federal and state tax returns, its major tax jurisdiction is federal. The Company’s 2018-2020 federal tax returns remain subject to examination by the Internal Revenue Service. Earnings Per Share The Company has a simple equity capital structure with only common stock and preferred stock outstanding. As a result, earnings per share, as presented, represent both basic and dilutive per-share amounts for the periods presented in the consolidated financial statements. Income per basic share of common stock is calculated by dividing net income allocable to common stock by the weighted-average number of shares of common stock issued and outstanding during such period. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those estimates, and those differences could be material. The coronavirus (“COVID-19”) pandemic has had a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. However, after a year into the COVID-19 pandemic, the real estate market has started to recover from the dislocation it experienced over the past year. A strong pace of vaccination along with aggressive fiscal stimulus, has improved the outlook for the real estate market. The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its investments and operations. The Company believes the estimates and assumptions underlying its financial statements are reasonable and supportable based on the information available as of September 30, 2021; however, the extent to which the COVID-19 pandemic may impact the Company’s investments and operations going forward will depend on future developments, which are highly uncertain and cannot be predicted with confidence. These developments include the duration of the outbreak, the impact of the global vaccination effort, any new strains of the virus that are resistant to available vaccines, the impact of government stimulus, new information that may emerge concerning the severity of the COVID-19 pandemic, and actions taken by federal, state and local agencies as well as the general public to contain the COVID-19 pandemic or treat its impact, among others. Accordingly, any estimates and assumptions as of September 30, 2021 inherently less certain than they would be absent the current and potential impacts of the COVID-19 pandemic. Segment Information The Company’s primary business is originating, acquiring and structuring real estate-related loans related to high quality commercial real estate. From time to time, the Company may acquire real estate encumbering the senior loans through foreclosure. However, management treats the operations of the real estate acquired through foreclosure as the continuation of the original senior loans. The Company operates in a single segment focused on mezzanine loans, other loans and preferred equity investments, and to a lesser extent, owning and managing real estate. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. In April 2019, the FASB issued additional amendments to clarify the scope of ASU 2016-13 and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. In May 2019, the FASB issued ASU 2019-05 — Targeted Transition Relief, which provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In October 2019, the FASB decided that for smaller reporting companies, ASU 2016-13 and related amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of a smaller reporting company under the regulation of the Securities and Exchange Commission. As such, the Company will adopt this ASU and related amendments on January 1, 2023. Management is currently evaluating the impact this change will have on the Company’s consolidated financial statements and disclosures. London Interbank Offered Rate (“LIBOR”) is a benchmark interest rate referenced in a variety of agreements that are used by all types of entities. In July 2017, the U.K. Financial Conduct Authority, which regulates the LIBOR administrator, ICE Benchmark Administration Limited (“IBA”), announced that it would cease to compel banks to participate in setting LIBOR as a benchmark by the end of 2021. Such announcement indicates that market participants cannot rely on LIBOR being published after 2021. On December 4, 2020, the IBA published a consultation on its intention to cease the publication of LIBOR. For the most commonly used tenors (overnight and one, three, six and 12 months) of U.S. dollar LIBOR, the IBA is proposing to cease publication immediately after June 30, 2023, anticipating continued rate submissions from panel banks for these tenors of U.S. dollar LIBOR. The IBA’s consultation also proposes to cease publication of all other U.S. dollar LIBOR tenors, and of all non-U.S. dollar LIBOR rates, after December 31, 2021. Other interest rates used globally could also be discontinued for similar reasons. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In the event LIBOR is unavailable, the Company’s investment documents provide for a substitute index, on a basis generally consistent with market practice, intended to put the Company in substantially the same economic position as LIBOR. As a result, the Company does not expect the reference rate reform and the adoption of ASU 2020-04 and ASU 2021-01 to have a material impact on its consolidated financial statements and disclosures. |
Merger and Issuance of Common S
Merger and Issuance of Common Stock to Terra Offshore REIT | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Merger and Issuance of Common Stock to Terra Offshore REIT | Note 3. Merger and Issuance of Common Stock to Terra Offshore REIT Merger On February 28, 2020, the Company entered into the Merger Agreement pursuant to which TPT2 was merged with and into the Company, with the Company continuing as the surviving corporation, effective March 1, 2020. In connection with the Merger, each share of common stock, par value $0.01 per share, of TPT2 issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive from the Company a number of shares of common stock, par value $0.01 per share, of the Company equal to an exchange ratio, which was 1.2031. The exchange ratio was based on the relative net asset values of the Company and TPT2 as of December 31, 2019 as adjusted to reflect changes in the net working capital of each of the Company and TPT2 during the period from January 1, 2020 through March 1, 2020, the effective time for the Merger. For purposes of determining the respective fair values of the Company and TPT2, the value of the loans (or participation interests therein) held by each of the Company and TPT2 was the value of such loans (or participation interests) as set forth in the audited financial statements of the Company as of and for the year ended December 31, 2019. As a result, Terra Fund 7, the sole stockholder of TPT2, received 2,116,785.76 shares of common stock of the Company as consideration in the Merger. The shares of common stock were issued in a private placement in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. The following table presents a summary of the consideration exchanged and settlement of the Company’s obligations under participation agreements as a result of the Merger: Total Consideration Equity issued in the Merger $ 34,630,615 $ 34,630,615 Net Assets of TPT2 Received in the Merger Loans held for investment acquired through participation $ 17,688,741 Cash and cash equivalents 16,897,074 Interest receivable 134,543 Other assets 18,384 Accounts payable and accrued expenses (57,433) Due to Manager (50,694) Total identifiable net assets $ 34,630,615 The fair value of the 2,116,785.76 shares of the Company’s stock issued in the Merger as consideration paid for TPT2 was derived from the fair value per share of the Company as of December 31, 2019 as adjusted to reflect the change in the net working capital of the Company during the period from January 1, 2020 through March 1, 2020, the effective time of the Merger. In connection with the Merger, the size of the board of directors of the Company was reduced from eight directors to four directors, with Andrew M. Axelrod, Vikram S. Uppal, Roger H. Beless and Michael L. Evans continuing as directors of the Company. Issuance of Common Stock to Terra Offshore REIT In addition, on March 2, 2020, the Company entered into two separate contribution agreements, one by and among the Company, Terra Offshore REIT and Terra Income Fund International, and another by and among the Company, Terra Offshore REIT and Terra Secured Income Fund 5 International, pursuant to which the Company issued 2,457,684.59 shares of common stock of the Company to Terra Offshore REIT in exchange for the settlement of $32.1 million of participation interests in loans also held by the Company, $8.6 million in cash and other net working capital. The shares of common stock were issued in a private placement in reliance on Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder. The fair value of the 2,457,684.59 shares of the Company’s stock issued in the transaction as consideration paid for Terra Offshore REIT was derived from the fair value per share of the Company as of December 31, 2019, which was the most recently determined fair value per share of the Company. The following table presents a summary of the consideration exchanged and settlement of the Company’s obligations under participation agreements as a result of the Issuance of Common Stock to Terra Offshore REIT: Total Consideration Equity issued to Terra Offshore REIT $ 40,749,378 $ 40,749,378 Net Assets of Terra Offshore REIT Received Investments through participation interest, at fair value $ 32,112,257 Cash and cash equivalents 8,600,000 Interest receivable 270,947 Due to Manager (233,826) Total identifiable net assets $ 40,749,378 On April 29, 2020, the Company repurchased 212,691 shares of common stock at a price of $17.02 per share that the Company had previously sold to Terra Offshore REIT on September 30, 2019 ( Note 8 ). Terra JV, LLC Prior to the completion of the Merger and the Issuance of Common Stock to Terra Offshore REIT transactions described above, Terra Fund 5 owned approximately 98.6% of the issued and outstanding shares of the Company’s common stock indirectly through its wholly owned subsidiary, Terra JV, of which Terra Fund 5 was the sole managing member, and the remaining issued and outstanding shares of the Company’s common stock were owned by Terra Offshore REIT. As described above, the Company acquired TPT2 in the Merger and, in connection with such transaction, 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 amended and restated operating agreement of Terra JV, dated March 2, 2020 (the “JV Agreement”). The JV Agreement and related stockholders agreement between Terra JV and 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. On March 2, 2020, the Company, Terra Fund 5, Terra JV and Terra REIT Advisors also entered into the Amended and Restated Voting Agreement (the “Voting Agreement”), pursuant to which Terra Fund 5 assigned its rights and obligations under the Voting Agreement to Terra JV. Consistent with the original voting agreement dated February 8, 2018, for the period that Terra REIT Advisors remains the external manager of the Company, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Company and, until Terra JV no longer holds at least 10% of the outstanding shares of the Company’s common stock, Terra JV will have the right to nominate one individual to serve as a director of the Company. As of September 30, 2021, Terra JV owns 87.4% of the issued and outstanding shares of the Company’s common stock with the remainder held by Terra Offshore REIT, and Terra Fund 5 and Terra Fund 7 own an 87.6% and 12.4% interest, respectively, in Terra JV. Net Loss on Extinguishment of Obligations Under Participation Agreements As discussed in Note 7 , in the normal course of business, the Company may enter into participation agreements with related parties, primarily other affiliated funds managed by the Manager, and to a lesser extent, unrelated parties. The obligations under participation agreements were released as a result of the Merger and the Issuance of Common Stock to Terra Offshore REIT. In connection with these transactions, the Company recognized a net loss of $0.3 million for the three months ended March 31, 2020, which was primarily related to transaction costs incurred in connection with both transactions. |
Loans Held for Investment
Loans Held for Investment | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Loans Held for Investment | Note 4. Loans Held for Investment Portfolio Summary The following table provides a summary of the Company’s loan portfolio as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Fixed Rate Floating (1)(2)(3) Total Fixed Rate Floating (1)(2)(3) Total Number of loans 5 14 19 6 14 20 Principal balance $ 92,808,312 $ 389,281,253 $ 482,089,565 $ 56,335,792 $ 367,838,966 $ 424,174,758 Carrying value $ 93,656,356 $ 386,806,296 $ 480,462,652 $ 56,464,310 $ 365,816,205 $ 422,280,515 Fair value $ 93,571,526 $ 384,826,180 $ 478,397,706 $ 56,284,334 $ 363,122,860 $ 419,407,194 Weighted-average coupon rate 12.94 % 7.44 % 8.50 % 12.17 % 7.95 % 8.51 % Weighted-average remaining 1.23 1.12 1.14 1.78 1.44 1.48 _______________ (1) These loans pay a coupon rate of LIBOR plus a fixed spread. Coupon rate shown was determined using LIBOR of 0.08% and 0.14% as of September 30, 2021 and December 31, 2020, respectively. (2) As of September 30, 2021 and December 31, 2020, amounts included $162.8 million and $184.2 million of senior mortgages used as collateral for $93.6 million and $107.6 million of borrowings under a term loan, respectively ( Note 9 ). As of September 30, 2021, amounts also included $42.2 million of senior mortgages used as collateral for $25.3 million of borrowings under a revolving line of credit. Borrowings under the term loan bear interest at an annual rate of LIBOR plus 4.25% with a LIBOR floor of 1.00%. Borrowings under the revolving line of credit bear interest at a minimum rate of 4.0%. (3) As of both September 30, 2021 and December 31, 2020, twelve of these loans are subject to a LIBOR floor. Lending Activities The following table presents the activities of the Company’s loan portfolio for the nine months ended September 30, 2021 and 2020: Loans Held for Investment Loans Held for Investment through Participation Interests Total Balance, January 1, 2021 $ 417,986,462 $ 4,294,053 $ 422,280,515 New loans made 163,504,926 — 163,504,926 Principal repayments received (101,659,237) (4,250,000) (105,909,237) PIK interest (1) 1,955,109 — 1,955,109 Net amortization of premiums on loans (46,043) — (46,043) Accrual, payment and accretion of investment-related fees and other, 938,233 (44,053) 894,180 Realized loss on loan repayments (2)(3) (651,553) — (651,553) Provision for loan losses (1,565,245) — (1,565,245) Balance, September 30, 2021 $ 480,462,652 $ — $ 480,462,652 Loans Held for Investment Loans Held for Investment through Participation Interests Total Balance, January 1, 2020 $ 375,462,222 $ 3,150,546 $ 378,612,768 New loans made 84,629,411 1,129,112 85,758,523 Principal repayments received (28,690,175) — (28,690,175) PIK interest (1) 2,893,620 — 2,893,620 Net amortization of premiums on loans (46,043) — (46,043) Accrual, payment and accretion of investment-related fees, net 792,606 16,343 808,949 Provision for loan losses (1,356,737) — (1,356,737) Balance, September 30, 2020 $ 433,684,904 $ 4,296,001 $ 437,980,905 _______________ (1) Certain loans in the Company’s portfolio contain PIK interest provisions. The PIK interest represents contractually deferred interest that is added to the principal balance. PIK interest related to obligations under participation agreements amounted to $1.0 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively. (2) On September 2, 2021, the Company foreclosed on a hotel property encumbered by a first mortgage and the related subordinated mezzanine loan, both of which were held by the Company, with an aggregate principal balance $14.6 million. On September 23, 2021, the hotel property was sold to a third party for $13.8 million. The net proceeds from the sale, together with a payment under a contractual guarantee of $0.8 million from the borrower, were used to pay off both loans in full. In connection with the loan repayment, the related obligation under participation agreement of $6.4 million was simultaneously satisfied. In connection with the loan repayment, the Company recorded a loss of $0.4 million related to the write-off of the interest accrued but uncollected in the third quarter of 2021, excluding the amount attributable to obligations under participation agreements of $0.1 million. (3) Amount also included realized loss of $0.3 million related to the TDR transaction described below. Portfolio Information The tables below detail the types of loans in the Company’s loan portfolio, as well as the property type and geographic location of the properties securing these loans as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Loan Structure Principal Balance Carrying Value % of Total Principal Balance Carrying Value % of Total First mortgages $ 383,044,928 $ 385,439,932 80.2 % $ 254,042,847 $ 255,093,989 60.5 % Preferred equity investments 89,044,637 89,182,058 18.6 % 141,590,632 142,002,144 33.6 % Mezzanine loans 10,000,000 10,160,225 2.1 % 28,541,279 28,923,140 6.8 % Allowance for loan losses — (4,319,563) (0.9) % — (3,738,758) (0.9) % Total $ 482,089,565 $ 480,462,652 100.0 % $ 424,174,758 $ 422,280,515 100.0 % September 30, 2021 December 31, 2020 Property Type Principal Balance Carrying Value % of Total Principal Balance Carrying Value % of Total Office $ 212,435,064 $ 213,199,243 44.4 % $ 182,698,225 $ 183,053,751 43.3 % Infill land 79,495,651 79,895,793 16.6 % 10,442,567 10,537,512 2.5 % Multifamily 78,724,866 79,265,718 16.5 % 150,873,173 151,768,347 35.9 % Hotel - full/select service 56,847,381 57,365,987 11.9 % 49,142,809 49,393,251 11.7 % Mixed use 16,586,603 16,586,603 3.5 % 16,767,984 16,767,984 4.0 % Student housing 31,000,000 31,468,871 6.5 % 3,000,000 3,204,375 0.8 % Industrial 7,000,000 7,000,000 1.5 % 7,000,000 7,000,000 1.7 % Hotel - extended stay — — — % 4,250,000 4,294,053 1.0 % Allowance for loan losses — (4,319,563) (0.9) % — (3,738,758) (0.9) % Total $ 482,089,565 $ 480,462,652 100.0 % $ 424,174,758 $ 422,280,515 100.0 % During the first quarter of 2021, the Company reclassified the property types of collateral on certain loans to multifamily to better reflect the tenant mix of each property. Additionally, the Company categorized hotel properties further to hotel - full/selected service and hotel - extended stay. The prior period amounts have been reclassified to conform to the current period presentation. September 30, 2021 December 31, 2020 Geographic Location Principal Balance Carrying Value % of Total Principal Balance Carrying Value % of Total United States California $ 194,558,815 $ 195,789,977 40.7 % $ 200,279,688 $ 200,990,328 47.6 % New York 89,044,637 89,182,058 18.5 % 79,187,004 79,310,276 18.8 % Georgia 52,921,315 53,194,876 11.0 % 74,116,787 74,505,752 17.6 % Pennsylvania 52,000,000 52,464,277 10.9 % — — — % North Carolina 39,570,042 39,774,232 8.3 % 33,242,567 33,438,806 7.9 % Utah 28,000,000 28,308,646 5.9 % — — — % Texas 13,625,000 13,721,970 2.9 % 3,848,712 3,887,200 0.9 % Massachusetts 7,000,000 7,000,000 1.5 % 7,000,000 7,000,000 1.7 % South Carolina 3,000,000 3,160,225 0.7 % 3,000,000 3,204,375 0.8 % Washington 2,369,756 2,185,954 0.5 % 23,500,000 23,682,536 5.6 % Allowance for loan losses — (4,319,563) (0.9) % — (3,738,758) (0.9) % Total $ 482,089,565 $ 480,462,652 100.0 % $ 424,174,758 $ 422,280,515 100.0 % Loan Risk Rating As described in Note 2 , the Manager evaluates the Company’s loan portfolio on a quarterly basis or more frequently as needed. In conjunction with the quarterly review of the Company’s loan portfolio, the Manager assesses the risk factors of each loan, and assigns a risk rating based on a five-point scale with “1” being the lowest risk and “5” being the greatest risk. The following table allocates the principal balance and the carrying value of the Company’s loans based on the loan risk rating as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Loan Risk Rating Number of Loans Principal Balance Carrying Value % of Total Number of Loans Principal Balance Carrying Value % of Total 1 — $ — $ — — % — $ — $ — — % 2 2 25,000,000 25,040,664 5.2 % 1 7,000,000 7,000,000 1.6 % 3 13 354,419,928 356,837,523 73.5 % 14 323,696,475 325,284,285 76.4 % 4 1 58,419,764 58,429,227 12.1 % 3 72,861,587 73,079,804 17.2 % 5 — — — — % 1 3,848,712 3,887,200 0.9 % Other (1) 3 44,249,873 44,474,801 9.2 % 1 16,767,984 16,767,984 3.9 % 19 $ 482,089,565 484,782,215 100.0 % 20 $ 424,174,758 426,019,273 100.0 % Allowance for loan losses (4,319,563) (3,738,758) Total, net of allowance for loan losses $ 480,462,652 $ 422,280,515 _______________ (1) Because these loans have an event of default, they are removed from the pool of loans on which a general allowance is calculated and are evaluated for collectibility individually. As of September 30, 2021 and December 31, 2020, the specific allowance for loan losses on these loans were $3.4 million and $2.5 million, respectively, as a result of a decline in the fair value of the collateral. As of September 30, 2021, the Company had one loan with a loan risk rating of “4” and no loan with a loan risk rating of “5”, representing a decrease in loans with loan risk ratings of “4” and “5” from those as December 31, 2020, and the Company reversed the previously recorded general allowance for loan losses of $0.4 million for the nine months ended September 30, 2021. Additionally, as of September 30, 2021, the number of loans deemed impaired increased as compared to those as of December 31, 2020, and the Company recorded specific allowance for loan losses of $0.7 million and $2.0 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2020, the Company had five loans with a loan risk rating of “4”, and recorded a general allowance for loan losses of $0.04 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. The following table presents the activity in the Company’s allowance for loan losses for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Allowance for loan losses, beginning of period $ 3,738,758 $ — Provision for loan losses 1,565,245 1,356,737 Charge-offs (1) (984,440) — Recoveries — — Allowance for loan losses, end of period $ 4,319,563 $ 1,356,737 _______________ (1) Amount related to the TDR described below. As of both September 30, 2021 and December 31, 2020, the Company had one loan that was in maturity default. Additionally, for the three and nine months ended September 30, 2021, the Company suspended interest income accrual of $1.1 million and $2.4 million, respectively, on three loans, because recovery of such income was doubtful. There was no suspension of such interest income for the three and nine months ended September 30, 2020. Troubled Debt Restructuring As of September 30, 2021, the Company had a recorded investment in troubled debt restructuring of $13.7 million. There were no such loans as of December 31, 2020. Due to financial difficulty resulting from the COVID-19 pandemic, a borrower defaulted on interest payments in May 2020 on a $3.5 million mezzanine loan and the Company subsequently suspended the interest accrual. The Company purchased the senior loan from a third-party lender on September 3, 2021 in order to facilitate a refinancing. Subsequently on September 23, 2021, the senior and mezzanine loans were refinanced and the Company issued a new senior loan with a committed amount of $14.7 million, of which $13.6 million was funded at closing. The concession granted in the refinancing was the forgiveness of principal and accrued interest of $1.3 million on the mezzanine loan, of which $1.0 million was previously recorded as an allowance for loan losses, in addition to $0.4 million of nonaccrual interest. The Company classified the refinancing as TDR as it met all the conditions to be considered TDR pursuant to ASC 310-40. The following table summarizes the recorded investment of TDR as of the date of restructuring: Number of loans modified 1 Pre-modified recorded carrying value $ 18,503,470 Post-modified recorded carrying value (1) $ 13,625,000 _______________ (1) As of September 30, 2021, the principal balance of this loan was $13.6 million and the carrying value of this loan, which includes the present value of the exit fee, was $13.7 million. There is no allowance for loan losses recorded for this new senior loan. Once classified as a TDR, the new senior loan is classified as an impaired loan until it is extinguished and the carrying value is evaluated at each reporting date for collectability based on the fair value of the underlying collateral. Since the fair value of the collateral is greater than the carrying value of the new senior loan, no specific allowance was recorded as of September 30, 2021. For the period ended September 30, 2021, interest income from the new senior loan was $0.2 million. |
Equity Investment in a Limited
Equity Investment in a Limited Partnership | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investment in a Limited Partnership | Note 5. Equity Investment in a Limited Partnership On August 3, 2020, the Company entered into a subscription agreement with Mavik Real Estate Special Opportunities Fund, LP (“Mavik RESOF”) (formerly known as Terra Real Estate Credit Opportunities Fund, LP) whereby the Company committed to fund up to $50.0 million to purchase a limited partnership interest in Mavik RESOF. Mavik RESOF ’s primary investment objective is to generate attractive risk-adjusted returns by purchasing performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. Mavik RESOF may also opportunistically originate high-yield mortgages or loans in real estate special situations including rescue financings, bridge loans, restructurings and bankruptcies (including debtor-in-possession loans). The general partner of Mavik RESOF is Mavik Real Estate Special Opportunities Fund GP, LLC (formerly known as Terra Real Estate Credit Opportunities Fund GP, LLC) , which is a subsidiary of the Company’s sponsor, Terra Capital Partners . As of September 30, 2021, the Company has fully funded all of its commitment. As of December 31, 2020, the unfunded commitment was $14.1 million. The Company evaluated its equity interest in Mavik RESOF and determined it does not have a controlling financial interest and is not the primary beneficiary. Accordingly, the equity interest in Mavik RESOF is accounted for as an equity method investment. As of September 30, 2021 and December 31, 2020, the Company owned 71.1% and 90.3% of equity interest in Mavik RESOF, respectively. As of September 30, 2021 and December 31, 2020, the carrying value of the Company ’ s investment in MAVIK RESOF was $49.9 million and $36.3 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded equity income from Mavik RESOF of $1.8 million and $4.6 million, respectively, and received distributions of $5.0 million from Mavik RESOF for both the three and nine months ended September 30, 2021. There was no such equity income recorded or distributions received for the three and nine months ended September 30, 2020. In connection with the equity investment in Mavik RESOF, the Company paid origination fees to the Manager totaling $0.5 million, to be amortized to equity income on a straight-line basis over the life of Mavik RESOF. The following tables present summarized financial information of the Company’s equity investment in Mavik RESOF. Amounts provided are the total amounts attributable to the investment and do not represent the Company’s proportionate share: September 30, 2021 December 31, 2020 Investments at fair value (cost of $74,285,158 and $44,174,031, respectively) $ 74,891,687 $ 44,715,979 Other assets 12,074,260 5,331,840 Total assets 86,965,947 50,047,819 Obligations under participation agreement (proceeds of $6,808,000 and $6,295,100, 6,878,371 6,347,478 Other liabilities 10,755,766 4,204,147 Total liabilities $ 17,634,137 $ 10,551,625 Partners’ capital $ 69,331,810 $ 39,496,194 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total investment income $ 3,116,999 $ — $ 7,857,322 $ — Total expenses 490,011 — 1,505,586 — Net investment income 2,626,988 — 6,351,736 — Unrealized appreciation on investments (80,655) — 102,328 — Net increase in partners' capital resulting from operations $ 2,546,333 $ — $ 6,454,064 $ — |
Real Estate Owned, Net
Real Estate Owned, Net | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate Owned, Net | Note 6. Real Estate Owned, Net Real Estate Activities 2020 — In June 2020, the Company received a notice from a tenant occupying a portion of the office building that the Company acquired in July 2018 pursuant to a foreclosure of their intention to terminate the lease. In connection with the lease termination effective September 4, 2020, the Company received from the tenant lease termination fee of $0.4 million, which included approximately $0.2 million of cash and $0.2 million of the furniture and fixtures in the office space. The furniture and fixtures have a remaining useful life of 2.5 years and are being depreciated on a straight-line basis over the remaining useful life. Additionally, the Company wrote off the related unamortized in-place lease intangible assets of $0.9 million, unamortized below-market rent intangible liabilities of $0.6 million and rent receivable of $0.1 million. There was no gain or loss recognized on the lease termination. 2021 — In September 2021, the Company signed a new lease for the vacant space in the office building. The lease commences on December 1, 2021 and has term of 10 years with an option to extend the lease for 5 years. Additionally, the lease provides for a fixed rental payment plus a percentage rent that is based on 6% of the gross sales of the tenant’s business. The lease also provides a 3% increase in rental payment every year. Real Estate Owned, Net Real estate owned is comprised of 4.9 acres of adjacent land located in Pennsylvania and a multi-tenant office building, with lease intangible assets and liabilities, located in California. The following table presents the components of real estate owned, net: September 30, 2021 December 31, 2020 Cost Accumulated Depreciation/Amortization Net Cost Accumulated Depreciation/Amortization Net Real estate: Land $ 13,395,430 $ — $ 13,395,430 $ 13,395,430 $ — $ 13,395,430 Building and building 51,725,969 (4,095,015) 47,630,954 51,725,969 (3,125,143) 48,600,826 Tenant improvements 1,854,640 (885,916) 968,724 1,854,640 (670,090) 1,184,550 Furniture and fixtures 236,000 (94,400) 141,600 236,000 (31,467) 204,533 Total real estate 67,212,039 (5,075,331) 62,136,708 67,212,039 (3,826,700) 63,385,339 Lease intangible assets: In-place lease 14,982,538 (6,849,595) 8,132,943 15,852,232 (6,172,747) 9,679,485 Above-market rent 156,542 (55,594) 100,948 156,542 (42,427) 114,115 Total intangible assets 15,139,080 (6,905,189) 8,233,891 16,008,774 (6,215,174) 9,793,600 Lease intangible liabilities: Below-market rent (2,754,922) 1,353,240 (1,401,682) (3,371,314) 1,702,800 (1,668,514) Above-market ground lease (8,896,270) 412,770 (8,483,500) (8,896,270) 315,008 (8,581,262) Total intangible liabilities (11,651,192) 1,766,010 (9,885,182) (12,267,584) 2,017,808 (10,249,776) Total real estate $ 70,699,927 $ (10,214,510) $ 60,485,417 $ 70,953,229 $ (8,024,066) $ 62,929,163 Real Estate Operating Revenues and Expenses The following table presents the components of real estate operating revenues and expenses that are included in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Real estate operating revenues: Lease revenue $ 1,805,647 $ 2,515,678 $ 5,417,341 $ 6,359,883 Other operating income 385,531 475,241 1,051,178 1,195,182 Total $ 2,191,178 $ 2,990,919 $ 6,468,519 $ 7,555,065 Real estate operating expenses: Utilities 82,672 58,468 $ 153,140 $ 131,498 Real estate taxes 356,350 234,375 1,046,823 700,125 Repairs and maintenances 184,173 119,512 453,391 516,073 Management fees 55,609 50,392 205,915 165,169 Lease expense, including amortization of above-market ground lease (1) 487,163 283,538 1,597,239 850,614 Other operating expenses 98,534 95,423 295,413 293,954 Total $ 1,264,501 $ 841,708 $ 3,751,921 $ 2,657,433 _______________ (1) As discussed in “ Leases ” below, the multi-tenant office building is subject to a ground lease, for which the rent resets every five years. The last rent reset was on November 1, 2020. Based on information available to the Company as of November 1, 2020, including the fact that there was a global pandemic with a potentially significant negative impact on real estate values, the Company estimated the value of the land was no greater than the value on the date of foreclosure and continued to accrue and pay rent at the then-existing rate. On June 2, 2021, the third-party appraisal process was completed, resulting in an increase of the annual base rent to $2.1 million from $1.3 million. The increase in base rent was retroactive back to November 1, 2020. The Company accounted for the change in base rent as a change in accounting estimate; as a result, the increase in rent from November 2020 through March 2021 was recorded in the period in which the change occurred, which is June 2021. Had the new base rent been recorded on November 1, 2020, lease expense including amortization of above-market ground lease would have been $1.3 million for the nine months ended September 30, 2021 and total real estate operating expenses would have been $3.4 million for the nine months ended September 30, 2021 . Leases On July 30, 2018, the Company foreclosed on a multi-tenant office building in full satisfaction of a first mortgage and related fees and expenses. In connection with the foreclosure, the Company assumed four leases whereby the Company is the lessor to the leases. These four tenant leases had remaining lease terms ranging from 6.3 years to 8.8 years as of July 30, 2018 and provide for annual fixed rent increases. Each of the three tenant leases provides two options to renew the lease for five years and the remaining tenant lease provides one option to renew the lease for five years. In addition, the Company assumed a ground lease whereby the Company is the lessee (or a tenant) to the ground lease. The ground lease had a remaining lease term of 68.3 years and provides for a new base rent every 5 years based on the greater of the annual base rent for the prior lease year or 9% of the fair market value of the land. The next rent reset on the ground lease is scheduled for November 1, 2025. The Company is currently litigating with the landlord with respect to the appropriate determination of the fair value of the land, on which the ground rent is based. Since future rent increases on the ground lease are unknown, the Company did not include any potential future rent increases in calculating the present value of future rent payments. The ground lease does not provide for renewal options. On the date of foreclosure, the Company performed lease classification test on the tenant leases as well as the ground lease in accordance with ASC 840. The result of the lease classification test indicated that the tenant leases and the ground lease shall be classified as operating leases on the date of foreclosure. Scheduled Future Minimum Rent Income Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants, under non-cancelable operating leases at September 30, 2021 are as follows: Years Ending December 31, Total 2021 (October 1 through December 31) $ 2,341,470 2022 7,504,551 2023 7,746,538 2024 7,995,237 2025 4,517,455 Thereafter 3,864,450 Total $ 33,969,701 Scheduled Annual Net Amortization of Intangibles Based on the intangible assets and liabilities recorded at September 30, 2021, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows: Years Ending December 31, Net Decrease in Real Estate Operating Revenue (1) Increase in Depreciation and Amortization (1) Decrease in Rent Expense (1) Total 2021 (October 1 through December 31) $ (84,555) $ 515,515 $ (32,587) $ 398,373 2022 (338,220) 2,062,060 (130,348) 1,593,492 2023 (338,220) 2,062,060 (130,348) 1,593,492 2024 (338,220) 2,062,060 (130,348) 1,593,492 2025 (181,608) 1,431,248 (130,348) 1,119,292 Thereafter (19,911) — (7,929,521) (7,949,432) Total $ (1,300,734) $ 8,132,943 $ (8,483,500) $ (1,651,291) _______________ (1) Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to lease revenues; amortization of in-place lease intangibles is included in depreciation and amortization; and amortization of above-market ground lease is recorded as a reduction to rent expense. Supplemental Ground Lease Disclosures Supplemental balance sheet information related to the ground lease was as follows: September 30, 2021 December 31, 2020 Operating lease Operating lease right-of-use assets (1) $ 27,398,786 $ 16,105,888 Operating lease liabilities $ 27,398,786 $ 16,105,888 Weighted average remaining lease term — operating lease (years) 65.1 65.8 Weighted average discount rate — operating lease 7.6 % 7.9 % _______________ (1) The operating lease ROU assets and liabilities were remeasured at June 30, 2021 based on the new base rent resulting from the ground rent reset. The component of lease expense for the ground lease was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost (1) $ 519,750 $ 316,125 $ 1,695,000 $ 948,375 _______________ (1) The increase in operating lease cost was a result of the ground rent reset described above. Supplemental non-cash information related to the ground lease was as follows: Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,695,000 $ 948,375 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,695,000 $ 948,375 Maturities of operating lease liabilities are as follows: Years Ending December 31, Operating Lease 2021 (October 1 through December 31) $ 519,750 2022 2,079,000 2023 2,079,000 2024 2,079,000 2025 2,079,000 Thereafter 126,385,875 Total lease payments 135,221,625 Less: Imputed interest (107,822,839) Total $ 27,398,786 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. Fair Value Measurements The Company adopted the provisions of ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 established a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments measured and reported at fair value are classified and disclosed into one of the following categories based on the inputs as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs. Level 3 — Significant unobservable inputs are based on the best information available in the circumstances, to the extent observable inputs are not available, including the Company’s own assumptions used in determining the fair value of investments. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. As of September 30, 2021 and December 31, 2020, the Company has not elected the fair value option for its financial instruments, including loans held for investment, loans held for investment acquired through participation, obligations under participation agreements, secured borrowing, term loan payable, mortgage loan payable and revolving line of credit. Such financial instruments are carried at cost, less impairment or less net deferred costs, where applicable. Marketable securities are financial instruments that are reported at fair value. Financial Instruments Carried at Fair Value on a Recurring Basis From time to time, the Company may invest in short-term debt and equity securities which are classified as available-for-sale securities, which are presented at fair value on the consolidated balance sheet. Changes in the fair value of equity securities are recognized in earnings. Changes in the fair value of debt securities are reported in other comprehensive income until the securities are realized. The following tables present fair value measurements of marketable securities, by major class, as of September 30, 2021 and December 31, 2020, according to the fair value hierarchy: September 30, 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Marketable Securities: Equity securities $ 4,437,855 $ — $ — $ 4,437,855 Total $ 4,437,855 $ — $ — $ 4,437,855 December 31, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Marketable Securities: Equity securities $ 1,287,500 $ — $ — $ 1,287,500 Total $ 1,287,500 $ — $ — $ 1,287,500 The following table presents the activities of the marketable securities for the periods presented. Nine Months Ended September 30, 2021 2020 Beginning balance $ 1,287,500 $ — Purchases 6,479,147 6,039,567 Proceeds from sale (3,328,157) (6,023,723) Reclassification of net realized gains on marketable securities into earnings 22,428 1,160,162 Unrealized (losses) gains on marketable securities (23,063) 28,995 Ending balance $ 4,437,855 $ 1,205,001 Financial Instruments Not Carried at Fair Value The following table presents the carrying value, which represents the principal amount outstanding, adjusted for the accretion of purchase discounts on loans and exit fees, and the amortization of purchase premiums on loans and origination fees, and estimated fair value of the Company’s financial instruments that are not carried at fair value on the consolidated balance sheets: September 30, 2021 December 31, 2020 Level Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Loans: Loans held for investment, net 3 $ 482,089,565 $ 484,782,215 $ 478,397,706 $ 419,924,758 $ 421,725,220 $ 415,113,225 Loans held for investment 3 — — — 4,250,000 4,294,053 4,293,969 Allowance for loan losses — (4,319,563) — — (3,738,758) — Total loans $ 482,089,565 $ 480,462,652 $ 478,397,706 $ 424,174,758 $ 422,280,515 $ 419,407,194 Liabilities: Term loan payable 3 $ 93,595,027 $ 91,633,624 $ 94,197,966 $ 107,584,451 $ 105,245,801 $ 107,248,555 Unsecured notes payable 1 85,125,000 81,706,136 85,193,100 — — — Obligations under participation 3 105,566,232 106,190,225 105,281,167 71,266,303 71,581,897 70,693,207 Mortgage loan payable 3 32,164,575 32,301,666 32,391,423 44,020,225 44,117,293 44,348,689 Secured borrowing 3 31,477,882 31,525,439 31,169,148 18,281,848 18,187,663 17,037,032 Revolving line of credit 3 25,299,713 24,832,405 25,299,713 — — — Total liabilities $ 373,228,429 $ 368,189,495 $ 373,532,517 $ 241,152,827 $ 239,132,654 $ 239,327,483 The Company estimated that its other financial assets and liabilities, not included in the tables above, had fair values that approximated their carrying values at both September 30, 2021 and December 31, 2020 due to their short-term nature. Valuation Process for Fair Value Measurement The fair value of the Company’s investment in equity securities and its unsecured notes payable is determined based on quoted prices in an active market and is classified as Level 1 of the fair value hierarchy. Market quotations are not readily available for the Company’s real estate-related loan investments, all of which are included in Level 3 of the fair value hierarchy, and therefore these investments are valued utilizing a yield approach, i.e. a discounted cash flow methodology to arrive at an estimate of the fair value of each respective investment in the portfolio using an estimated market yield. In following this methodology, investments are evaluated individually, and management takes into account, in determining the risk-adjusted discount rate for each of the Company’s investments, relevant factors, which may include available current market data on applicable yields of comparable debt/preferred equity instruments; market credit spreads and yield curves; the investment’s yield; covenants of the investment, including prepayment provisions; the portfolio company’s ability to make payments, net operating income and debt-service coverage ratio; construction progress reports and construction budget analysis; the nature, quality and realizable value of any collateral (and loan-to-value ratio); the forces that influence the local markets in which the asset (the collateral) is purchased and sold, such as capitalization rates, occupancy rates, rental rates and replacement costs; and the anticipated duration of each real estate-related loan investment. The Manager designates a valuation committee to oversee the entire valuation process of the Company’s Level 3 loans. The valuation committee is comprised of members of the Manager’s senior management, deal and portfolio management teams, who meet on a quarterly basis, or more frequently as needed, to review the Company investments being valued as well as the inputs used in the proprietary valuation model. Valuations determined by the valuation committee are supported by pertinent data and, in addition to a proprietary valuation model, are based on market data, industry accepted third-party valuation models and discount rates or other methods the valuation committee deems to be appropriate. Because there is no readily available market for these investments, the fair values of these investments are approved in good faith by the Manager pursuant to the Company’s valuation policy. The fair values of the Company’s mortgage loan payable, secured borrowing, term loan payable and revolving line of credit are determined by discounting the contractual cash flows at the interest rate the Company estimates such arrangements would bear if executed in the current market. The following table summarizes the valuation techniques and significant unobservable inputs used by the Company to value the Level 3 loans as of September 30, 2021 and December 31, 2020. The tables are not intended to be all-inclusive, but instead identify the significant unobservable inputs relevant to the determination of fair values. Fair Value at September 30, 2021 Primary Valuation Technique Unobservable Inputs September 30, 2021 Asset Category Minimum Maximum Weighted Average Assets: Loans held for investment, net $ 478,397,706 Discounted cash flow Discount rate 4.28 % 15.00 % 9.19 % Loans held for investment acquired through — Discounted cash flow Discount rate 0.00 % 0.00 % 0.00 % Total Level 3 Assets $ 478,397,706 Liabilities: Term loan payable $ 94,197,966 Discounted cash flow Discount rate 4.00 % 4.00 % 4.00 % Obligations under Participation Agreements 105,281,167 Discounted cash flow Discount rate 7.13 % 15.00 % 11.65 % Mortgage loan payable 32,391,423 Discounted cash flow Discount rate 6.08 % 6.08 % 6.08 % Secured borrowing 31,169,148 Discounted cash flow Discount rate 7.12 % 7.12 % 7.12 % Revolving line of credit 25,299,713 Discounted cash flow Discount rate 4.00 % 4.00 % 4.00 % Total Level 3 Liabilities $ 288,339,417 Fair Value at December 31, 2020 Primary Valuation Technique Unobservable Inputs December 31, 2020 Asset Category Minimum Maximum Weighted Average Assets: Loans held for investment, net $ 415,113,225 Discounted cash flow Discount rate 5.29 % 20.05 % 10.38 % Loans held for investment acquired through 4,293,969 Discounted cash flow Discount rate 12.89 % 12.89 % 12.89 % Total Level 3 Assets $ 419,407,194 Liabilities: Term loan payable $ 107,248,555 Discounted cash flow Discount rate 5.25 % 5.25 % 5.25 % Obligations under Participation Agreements 70,693,207 Discounted cash flow Discount rate 9.75 % 20.05 % 12.58 % Mortgage loan payable 44,348,689 Discounted cash flow Discount rate 6.08 % 6.08 % 6.08 % Secured borrowing 17,037,032 Discounted cash flow Discount rate 11.25 % 11.25 % 11.25 % Total Level 3 Liabilities $ 239,327,483 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Origination and extension fee expense (1) $ 975,598 $ 285,205 $ 1,573,612 $ 973,423 Asset management fee 1,420,119 1,151,166 3,733,358 3,321,125 Asset servicing fee 311,127 258,860 861,324 746,384 Operating expenses reimbursed to Manager 1,528,223 1,719,767 4,878,050 4,781,831 Disposition fee (2) 342,508 95,889 657,196 391,833 Total $ 4,577,575 $ 3,510,887 $ 11,703,540 $ 10,214,596 _______________ (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 investments, including any third-party expenses related to such loans. In the event that the term of any real estate-related loan held by the Company is extended, the Manager also receives an extension fee equal to the lesser of (i) 1% of the principal amount of the loan being extended or (ii) the amount of fee paid to the Company by the borrower in connection with such extension. Asset Management Fee Under the terms of the Management Agreement, the Manager or its affiliates provides the Company with certain investment management services in return for a management fee. The Company pays a monthly asset management fee at an annual rate of 1% of the aggregate funds under management, which includes the loan origination price or aggregate gross acquisition price, as defined in the Management Agreement, for each real estate related loan and cash held by the Company. Asset Servicing Fee The Manager or its affiliates receives from the Company a monthly servicing fee at an annual rate of 0.25% of the aggregate gross origination price or acquisition price, as defined in the Management Agreement, for each real estate-related loan held by the Company. Transaction Breakup Fee In the event that the Company receives any “breakup fees,” “busted-deal fees,” termination fees, or similar fees or liquidated damages from a third-party in connection with the termination or non-consummation of any loan or disposition transaction, the Manager will be entitled to receive one-half of such amounts, in addition to the reimbursement of all out-of-pocket fees and expenses incurred by the Manager with respect to its evaluation and pursuit of such transactions. As of September 30, 2021 and December 31, 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 months ended September 30, 2021 and 2020, the Company made distributions to Terra JV and Terra Offshore REIT totaling $3.9 million and $4.0 million, respectively, of which $3.9 million and $1.9 million were returns of capital, respectively. For the nine months ended September 30, 2021 and 2020, the Company made distributions to Terra 5, Terra JV and Terra Offshore REIT totaling $12.2 million and $17.3 million, respectively, of which $10.7 million and $12.0 million were returns of capital, respectively ( Note 11 ). Due to Manager As of September 30, 2021 and December 31, 2020, approximately $1.9 million and $1.3 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 Terra Offshore 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, Terra Offshore 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 September 30, 2021, Terra JV owns 87.4% of the issued and outstanding shares of the Company’s common stock with the remainder held by Terra Offshore REIT, and Terra Fund 5 and Terra Fund 7 own an 87.6% and 12.4% interest, respectively, in Terra JV. Mavik Real Estate Special Opportunities Fund, LP On August 3, 2020, the Company entered into a subscription agreement with Mavik RESOF whereby the Company committed to fund up to $50.0 million to purchase limited partnership interests in Mavik RESOF. For more information on this investment, please see Note 5 . Terra International Fund 3, L.P. On September 30, 2019, Terra International Fund 3, L.P. (“Terra International 3”), through Terra Offshore REIT, a wholly-owned subsidiary of Terra International 3, 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. 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 Terra Offshore REIT on September 30, 2019. Participation Agreements In the normal course of business, the Company may enter into participation agreements with related parties, primarily other affiliated funds managed by the Manager, and to a lesser extent, unrelated parties (the “Participants”). The purpose of the participation agreements is to allow the Company and an affiliate to originate a specified loan when, individually, the Company does not have the liquidity to do so or to achieve a certain level of portfolio diversification. The Company may transfer portions of its investments to other Participants or it may be a Participant to a loan held by another entity. ASC 860, Transfers and Servicing (“ASC 860”) , establishes accounting and reporting standards for transfers of financial assets. ASC 860-10 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The Company has determined that the participation agreements it enters into are accounted for as secured borrowings under ASC 860 (See “ Participation interests ” in Note 2 and “ Obligations under Participation Agreements ” in ( Note 9 ). Participation Interests Purchased by the Company From time to time, the Company may purchase investments from affiliates pursuant to participation agreements. In accordance with the terms of each participation agreement, each Participant’s rights and obligations, as well as the proceeds received from the related borrower/issuer of the loan, are based upon their respective pro rata participation interest in the loan. The table below lists the participation interests purchased by the Company pursuant to participation agreements as of December 31, 2020. There were no such purchased participation interests outstanding as of September 30, 2021. December 31, 2020 Participating Interests Principal Balance Carrying Value LD Milpitas Mezz, LP (1) 25.00% $ 4,250,000 $ 4,294,053 ________________ (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. This loan was repaid in full in May 2021. Transfers of Participation Interest by the Company The following tables summarize the loans that were subject to participation agreements with affiliated entities and third-parties as of September 30, 2021 and December 31, 2020: Transfers Treated as Obligations Under Participation Agreements as of Principal Balance Carrying Value % Transferred Principal Balance Carrying Value 14th & Alice Street Owner, LLC (1) $ 38,871,218 $ 39,110,871 80.00 % $ 31,096,974 $ 31,237,324 370 Lex Part Deux, LLC (2) 58,419,764 58,429,227 35.00 % 20,446,917 20,446,917 BW Property Owner LLC and BW 2 Property Owner LLC (1)(2)(3) 52,000,000 52,464,277 90.38 % 47,000,000 47,419,635 RS JZ Driggs, LLC (2) 14,038,270 14,166,228 50.00 % 7,022,341 7,086,349 $ 163,329,252 $ 164,170,603 $ 105,566,232 $ 106,190,225 Transfers Treated as Obligations Under Participation Agreements as of Principal Balance Carrying Value % Transferred Principal Balance Carrying Value 14th & Alice Street Owner, LLC (1) $ 32,625,912 $ 32,877,544 80.00 % $ 26,100,729 $ 26,211,548 370 Lex Part Deux, LLC (2) 53,874,507 53,912,363 35.00 % 18,856,078 18,856,077 City Gardens 333 LLC (2) 28,303,628 28,307,408 14.00 % 3,962,509 3,963,010 Orange Grove Property Investors, LLC (2)(4) 10,600,000 10,701,924 80.00 % 8,480,000 8,561,523 RS JZ Driggs, LLC (2) 8,544,513 8,629,929 50.00 % 4,272,257 4,314,965 Stonewall Station Mezz LLC (2)(4) 10,442,567 10,537,512 44.00 % 4,594,730 4,635,937 The Bristol at Southport, LLC (1)(4) 23,500,000 23,682,536 21.28 % 5,000,000 5,038,837 $ 167,891,127 $ 168,649,216 $ 71,266,303 $ 71,581,897 ________________ (1) Participant is a third-party. (2) Participant is Terra Fund 6, an affiliated fund advised by Terra Income Advisors, LLC, an affiliate of the Company’s sponsor and Manager. (3) The participation interest was transferred to an affiliate and/or a third-party pursuant to a participation agreement in the second quarter of 2021. (4) The obligation under participation agreement was repaid in 2021. These investments are held in the name of the Company, but each of the Participant’s rights and obligations, including interest income and other income ( e.g. , exit fee, prepayment income) and related fees/expenses ( e.g. , disposition fees, asset management and asset servicing fees), are based upon their respective pro rata participation interest in such participated investments, as specified in the respective participation agreement. The Participants’ share of the investments is repayable only from the proceeds received from the related borrower/issuer of the investments and, therefore, the Participants also are subject to credit risk ( i.e. , risk of default by the underlying borrower/issuer). Pursuant to the participation agreements with these entities, the Company receives and allocates the interest income and other related investment income to the Participants based on their respective pro rata participation interest. The Participants pay any expenses, including any fees to the Manager, only on their respective pro rata participation interest, subject to the terms of the respective governing fee arrangements. Secured Borrowing In March 2020, the Company entered into a financing transaction where a third-party purchased an A-note position. However, the sale of the A-note position did not qualify for sale accounting under ASC 860 and therefore, the gross amount of the loan remains in the consolidated balance sheets and the proceeds from the sale on the portion transferred are recorded as secured borrowing. Interest earned on the entire loan balance is recorded within “ Interest income ” and the interest related to the transferred interest is recorded within “ Interest expense on secured borrowing ” in the consolidated statements of operations. The following table summarizes the loan that was transferred to a third-party that was accounted for as secured borrowing as of September 30, 2021 and December 31, 2020: Transfers Treated as Secured Borrowing as of September 30, 2021 Principal Balance Carrying Value % Transferred Principal Balance Carrying Value Windy Hill PV Five CM, LLC $ 45,550,347 $ 45,813,408 69.11 % $ 31,477,882 $ 31,525,439 $ 45,550,347 $ 45,813,408 $ 31,477,882 $ 31,525,439 Transfers Treated as Secured Borrowing as of December 31, 2020 Principal Balance Carrying Value % Transferred Principal Balance Carrying Value Windy Hill PV Five CM, LLC $ 26,454,910 $ 26,407,494 69.11 % $ 18,281,848 $ 18,187,663 $ 26,454,910 $ 26,407,494 $ 18,281,848 $ 18,187,663 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt Unsecured Notes Payable On June 10, 2021, the Company issued $78.5 million in aggregate principal amount of its 6.00% notes due 2026 (the “initial note”), for net proceeds of $76.0 million after deducting underwriting commissions of $2.5 million, but before offering expenses payable by the Company. On June 25, 2021, the underwriters partially exercised their option to purchase an additional $6.6 million of the notes for net proceeds of $6.4 million (the “additional notes” and, together with the initial notes, the “notes”), after deducting underwriting commissions of $0.2 million, but before offering expenses payable by us, which closed on June 29, 2021. Interest on the notes is paid quarterly in arrears every March 30, June 30, September 30 and December 30, at a fixed rate of 6.00% per year, beginning September 30, 2021. The notes mature on June 30, 2026, unless redeemed earlier by the Company. The notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after June 10, 2023. In connection with the issuance of the notes, the Company entered into (i) an Indenture, dated June 10, 2021 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and (ii) the First Supplemental Indenture thereto, dated June 10, 2021 (the “Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to make distributions in excess of 90% of the Company’s taxable income, incur indebtedness (as defined in the Indenture) or purchase shares of the Company’s capital stock unless the Company has an asset coverage ratio (as defined in the Indenture) of at least 150% after giving effect to such transaction. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable. As of September 30, 2021, the Company was in compliance with the covenants included in the Indenture. The table below presents detailed information regarding the unsecured notes payable at September 30, 2021: September 30, 2021 Principal Balance Carrying Value (1) Fair Value Unsecured notes payable $ 85,125,000 $ 81,706,136 $ 85,193,100 _______________ (1) Amount is net of unamortized issue discount of $2.5 million and unamortized deferred financing costs of $0.9 million. Revolving Line of Credit On March 12, 2021, Terra Mortgage Portfolio II, LLC, an indirect wholly-owned subsidiary of the Company, entered into a Business Loan and Security Agreement (the “Revolving Line of Credit”) with Western Alliance Bank (“WAB”) to provide for advances up to the lesser of $75.0 million or the amount determined by the borrowing base, which is based on the eligible assets pledged to the lender. Borrowings under the Revolving Line of Credit bear interest at an annual rate of LIBOR + 3.25% with a combined floor of 4.0% per annum. The Revolving Line of Credit matures on March 12, 2023 with an annual 12-month extension available at the Company’s option, which are subject to certain conditions. In connection with the Revolving Line of Credit, the Company entered into a limited guaranty (the “Guaranty”) in favor of WAB, pursuant to which the Company will guarantee the payment of up to 25% of the amount outstanding under the Revolving Line of Credit. Under the Revolving Line of Credit and the Guaranty, the Company will be required to maintain (i) a minimum total net worth of $250.0 million; (ii) a $2.0 million quarterly operating profit, as defined within the agreement; and (iii) a ratio of total debt to total net worth of no more than 2.50 to 1.00. As of September 30, 2021, the Company is in compliance with these covenants. The Revolving Line of Credit contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature. The Revolving Line of Credit contains various affirmative and negative covenants, including maintenance of a debt to total net worth ratio and limitations on the incurrence of liens and indebtedness, loans, distributions, change of management and ownership, changes in the nature of business and transactions with affiliates. The Revolving Line of Credit also includes customary events of default, including a cross-default provision applicable to debt obligations of Terra Mortgage Portfolio II, LLC or the Company. The occurrence of an event of default may result in termination of the Revolving Line of Credit and acceleration of amounts due under the Revolving Line of Credit. In connection with the closing of the Revolving Line of Credit, the Company also incurred financing fees of $0.6 million, to be amortized to interest expense over the life of the Revolving Line of Credit. The following tables present detailed information with respect to each borrowing under the Revolving Line of Credit as of September 30, 2021: September 30, 2021 Borrowing Base Borrowings Under the Revolving Line of Credit Principal Amount Carrying Value Fair 870 Santa Cruz, LLC $ 14,743,638 $ 14,812,462 $ 14,868,662 $ 10,324,046 D-G Acquistion #6, LLC and D-G Quimisa, LLC 8,355,853 8,379,936 8,428,907 5,500,000 606 Fayetteville LLC and 401 E, Lakewood LLC 16,770,042 16,865,626 16,910,927 7,816,840 The Lux Washington, LLC 2,369,756 2,185,954 2,389,495 1,658,827 $ 42,239,289 $ 42,243,978 $ 42,597,991 $ 25,299,713 For the nine months ended September 30, 2021, the Company received proceeds from the Revolving Line of Credit of $25.3 million and did not make any repayments. Term Loan On September 3, 2020, Terra Mortgage Capital I, LLC (the “Issuer” or the “Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Indenture and Credit Agreement (the “Indenture and Credit Agreement”) with Goldman Sachs Bank USA, as initial lender (“Goldman”) and Wells Fargo Bank, National Association, as the trustee, custodian, collateral agent, loan agent and note administrator (“Wells Fargo”). The Indenture and Credit Agreement provides for (A) the borrowing by the Issuer from Goldman of approximately $103.0 million under a floating rate loan (the “Term Loan”) and (B) the issuance by the Issuer to Terra Mortgage Portfolio I, LLC (the “Class B Holder”) of an aggregate of approximately $76.7 million principal amount of Class B Income Notes due 2025 (the “Class B Notes” and, together with the Term Loan, the “Debt”). The Class B Holder is the parent of the Issuer and a wholly-owned subsidiary of the Company, and the sole holder of the Class B Notes. The Class B Holder is consolidated by the Company and the Term Loan represents amount due to Goldman under the Indenture and Credit Agreement. In addition, pursuant to the terms and conditions of the Indenture and Credit Agreement, Goldman has agreed to provide $3.6 million of additional future advances (the “Committed Advances”), and may provide up to $11.6 million of additional future discretionary advances, in connection with certain outstanding funding commitments under mortgage assets owned by the Issuer and financed under the Indenture and Credit Agreement (the “Mortgage Assets”). The stated maturity date of the Debt is March 14, 2025. The Term Loan bears interest at a variable rate initially equal to LIBOR (the “Benchmark Rate”) (but not less than 1.0% per annum), plus a margin of 4.25% per annum (plus 0.50% on and after the payment date in October 2022, plus 0.25% on and after the payment date in October 2023), payable each month, on the day specified in the Indenture and Credit Agreement beginning in September 2020 (each a “Payment Date”). The Benchmark Rate will convert to an alternate index rate following the occurrence of certain transition events (the “Alternate Benchmark Rate”). Except as described below, and provided there is no default under the Indenture and Credit Agreement, the Class B Notes are entitled to residual amounts collected by the Issuer in respect of Mortgage Assets, after payment of debt service on the Term Loan. The Indenture and Credit Agreement is a term loan and does not contain any mark-to-market or margin provisions. Within a specified period following a monetary or material non-monetary default under a Mortgage Asset, the Class B Holder is required to prepay the portion of the Term Loan that is allocable to such Mortgage Asset (such prepayment is without premium, yield maintenance or other penalty). In connection with entering into the Indenture and Credit Agreement, the Company incurred $2.4 million of deferred financing costs, including a $1.3 million upfront fee paid to Goldman, which are being amortized to interest expense over the term of the facility. The Issuer also pays, with respect to the Committed Advances, an annual fee, payable monthly, equal to the Benchmark Rate or Alternate Benchmark Rate, as applicable, subject to a floor of 1.0% per annum, plus 4.25%. In connection with the Indenture and Credit Agreement, the Company entered into a non-recourse carveout Guaranty (the “Guaranty”) in favor of Goldman, pursuant to which the Company guarantees the payment of certain losses, damages, costs, expenses, and other obligations incurred by Goldman in connection with the occurrence of fraud, intentional misrepresentation, or willful misconduct by the Issuer, Class B Holder or the Company, and certain other occurrences including breaches of certain provisions under the Indenture and Credit Agreement. The Company also guarantees the payment of the aggregate outstanding amount of the Term Loan upon the occurrence of certain bankruptcy events. Under the Guaranty, the Company is required to maintain (a) a minimum tangible net worth in an amount not less than seventy-five percent (75%) of its tangible net worth as of September 3, 2020, (b) a minimum liquidity of $10 million, and (c) an EBITDA to interest expense ratio of not less than 1.5 to 1.0. Failure to satisfy such maintenance covenants would constitute an event of default under the Indenture and Credit Agreement. As of September 30, 2021 and December 31, 2020, the Company is in compliance with these covenants. The Term Loan is secured by first-priority security interests in substantially all of the assets of the Issuer, including all of the Mortgage Assets (other than excluded property and subject to certain permitted liens), including specified cash accounts that include the accounts into which Mortgage Asset proceeds are or will be paid. The Mortgage Assets are serviced and administered by an independent third-party servicer. The principal and interest on the Term Loan are repaid before repayment of the principal on the Class B Notes on each payment date of each month in accordance with the priority of payments as set forth in the Indenture and Credit Agreement, beginning in September 2020. Such payments are subject to certain fees for taxes, filings and administrative expenses. Upon the occurrence of a Term Loan Principal Trigger Event (as defined below), 100% of the payment of the principal proceeds are applied to the Term Loan principal after payment of certain fees and other amounts as described in the Indenture and Credit Agreement. A “Term Loan Principal Trigger Event” means as of any date of determination, an event that will be deemed to have occurred on the first date on which the aggregate principal balance of the Mortgage Assets is less than or equal to the product of (x) 75% multiplied by (y) the aggregate principal balance of the Mortgage Assets as of the closing date, plus any future advances made on such Mortgage Assets prior to such date of determination. As of September 30, 2021 and December 31, 2020, there was no Term Loan Principal Trigger Event. The Class B Notes and the Term Loan are redeemable by the Issuer upon the occurrence of certain tax events in accordance with the terms and provisions of the Indenture and Credit Agreement. The following tables present detailed information with respect to each borrowing under the Term Loan as of September 30, 2021 and December 31, 2020: September 30, 2021 Mortgage Assets Borrowings Under the Term Loan (1)(2) Principal Amount Carrying Value Fair 330 Tryon DE LLC $ 22,800,000 $ 22,908,606 $ 22,929,185 $ 13,680,000 1389 Peachtree St, LP; 1401 Peachtree St, LP; and 52,921,315 53,194,876 52,704,343 31,115,218 AGRE DCP Palm Springs, LLC 43,222,381 43,644,017 43,469,020 23,146,265 Patrick Henry Recovery Acquisition, LLC 18,000,000 18,040,664 18,049,598 10,800,000 University Park Berkeley, LLC 25,815,378 25,988,619 25,934,955 14,853,544 $ 162,759,074 $ 163,776,782 $ 163,087,101 $ 93,595,027 December 31, 2020 Mortgage Assets Borrowings Under the Term Loan (1)(2) Principal Amount Carrying Value Fair 330 Tryon DE LLC $ 22,800,000 $ 22,901,294 $ 22,869,879 $ 13,680,000 1389 Peachtree St, LP; 1401 Peachtree St, LP; and 50,808,453 51,068,554 50,982,247 29,897,848 AGRE DCP Palm Springs, LLC 45,294,097 45,506,051 45,519,030 24,894,939 MSC Fields Peachtree Retreat, LLC 23,308,334 23,437,198 23,428,860 13,985,001 Patrick Henry Recovery Acquisition, LLC 18,000,000 18,039,456 17,994,495 10,800,000 University Park Berkeley, LLC 23,990,786 24,131,808 24,162,710 14,326,663 $ 184,201,670 $ 185,084,361 $ 184,957,221 $ 107,584,451 _______________ (1) Borrowings under the Term Loan bear interest at LIBOR plus 4.25% with a LIBOR floor of 1.00%, or 5.25% as of both September 30, 2021 and December 31, 2020, using LIBOR of 0.08% and 0.14%, respectively. (2) The maturity of the Term Loan is March 14, 2025, however the maturity of each borrowing under the Term Loan matches the maturity of the respective Mortgage Asset. For the nine months ended September 30, 2021, the Company received proceeds from borrowings under the Term Loan of $2.6 million and made repayment of $16.6 million. As of September 30, 2021, the remaining amount for Committed Advances and discretionary advances was $0.4 million and $6.9 million, respectively. Repurchase Agreement On December 12, 2018, Terra Mortgage Capital I, LLC entered into an Uncommitted Master Repurchase Agreement (the “Master Repurchase Agreement”) with Goldman Sachs Bank USA. The Master Repurchase Agreement provided for advances of up to $150.0 million in the aggregate, which the Company used to finance certain secured performing commercial real estate loans. Advances under the Master Repurchase Agreement accrued interest at a per annum pricing rate equal to the sum of (i) the 30-day LIBOR and (ii) the applicable spread, and had a maturity date of December 12, 2020. The actual terms of financing for each asset was determined at the time of financing in accordance with the Master Repurchase Agreement. The Master Repurchase Agreement contained margin call provisions that provide Goldman with certain rights in the event of a decline in the market value of the assets purchased under the Master Repurchase Agreement. Upon the occurrence of a margin deficit event, Goldman required the Seller to make a payment to reduce the outstanding obligation to eliminate any margin deficit. For the period from January 1, 2020 to the date of the termination of the Master Repurchase Agreement on September 3, 2020, the Company received a margin call on one of the borrowings and as a result, made a repayment of $3.4 million to reduce the outstanding obligation under the Master Repurchase Agreement. In connection with the Master Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of Goldman (the “Guarantee Agreement”), pursuant to which the Company would guarantee the obligations of the Seller under the Master Repurchase Agreement. Subject to certain exceptions, the maximum liability under the Master Repurchase Agreement would not exceed 50% of the then currently outstanding repurchase obligations under the Master Repurchase Agreement. On September 3, 2020, the Company terminated the Master Repurchase Agreement and replaced it with the Term Loan as described above. In connection with the termination of the Master Repurchase Agreement, the Issuer repurchased all of its assets sold to Goldman pursuant to the Master Repurchase Agreement with the proceeds from the Term Loan, and Goldman released all security interests in such assets. In addition, Goldman unconditionally released the Company from, and terminated, the Guarantee Agreement in favor of Goldman, dated as of December 12, 2018, which provided for the guarantee by the Company of the obligations of the Issuer under the Master Repurchase Agreement, subject to certain exceptions and limitations. For the nine months ended September 30, 2020, the Company received proceeds from borrowings under the Master Repurchase Agreement of $22.9 million and made repayments of $104.0 million. Revolving Credit Facility On June 20, 2019, Terra LOC Portfolio I, LLC, a special-purpose indirect wholly-owned subsidiary of the Company, entered into a credit agreement with Israel Discount Bank of New York to provide for revolving credit loans of up to $35.0 million in the aggregate (“Revolving Credit Facility”), which the Company expects to use 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 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 Revolving Credit Facility was scheduled to mature on June 20, 2020. The Revolving Credit Facility was amended to extend the maturity to October 2, 2020. On October 2, 2020, the Company amended the Revolving Credit Facility and reduced the commitment amount to $15.0 million. In connection with this amendment, the interest rate was changed to prime rate plus 1% or LIBOR plus 4% with a floor of 4.5% and the maturity was extended to September 2, 2021. On March 16, 2021, the Revolving Credit Facility was terminated. There were no amounts outstanding under the Revolving Credit Facility at December 31, 2020. For the nine months ended September 30, 2020, the Company received proceeds $35.0 million from borrowings under the Revolving Credit Facility and made repayments of $10.0 million. Mortgage Loan Payable As of September 30, 2021, the Company had a $32.2 million mortgage loan payable collateralized by a multi-tenant office building that the Company acquired through foreclosure. The following table presents certain information about the mortgage loan payable as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Lender Current Maturity Principal Amount Carrying Value Carrying Value of Principal Amount Carrying Value Carrying Value of Centennial Bank LIBOR + 3.85% September 27, 2022 $ 32,164,575 $ 32,301,666 $ 47,089,987 $ 44,020,225 $ 44,117,293 $ 49,533,733 Scheduled Debt Principal Payments Scheduled debt principal payments for each of the five calendar years following September 30, 2021 are as follows: Years Ending December 31, Total 2021 (October 1 through December 31) 201,883 2022 31,962,692 2023 25,299,713 2024 — 2025 93,595,027 Thereafter 85,125,000 236,184,315 Unamortized deferred financing costs (5,710,484) Total $ 230,473,831 At September 30, 2021 and December 31, 2020, the unamortized deferred debt issuance costs were $5.7 million and $2.2 million, respectively. Obligations Under Participation Agreements and Secured Borrowing As discussed in Note 2 , the Company follows the guidance in ASC 860 when accounting for loan participations and loans sold. Such guidance requires the transferred interests meet certain criteria in order for the transaction to be recorded as a sale. Loan participations and loans transferred from the Company which do not qualify for sale treatment remain on the Company’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements or secured borrowing, as applicable. As of September 30, 2021 and December 31, 2020, obligations under participation agreements had a carrying value of approximately $106.2 million and $71.6 million, respectively, and the carrying value of the loans that are associated with these obligations under participation agreements was approximately $164.2 million and $168.6 million, respectively, (see “ Participation Agreements ” in Note 8 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Impact of COVID-19 The full extent of the impact of the COVID-19 pandemic on the global economy generally, and the Company’s business in particular, will depend on future developments, which are highly uncertain and cannot be predicted with confidence. As of September 30, 2021, no contingencies have been recorded on the Company’s consolidated balance sheet as a result of the COVID-19 pandemic, however as the pandemic continues, it may have long-term impacts on the Company’s financial condition, results of operations, and cash flows. Refer to Note 2 for further discussion of COVID-19. Unfunded Commitments on Loans Held for Investment Certain of the Company’s loans contain provisions for future fundings, which are subject to the borrower meeting certain performance-related metrics that are monitored by the Company. These fundings amounted to approximately $80.7 million and $67.9 million as of September 30, 2021 and December 31, 2020, respectively. The Company expects to maintain sufficient cash on hand to fund such unfunded commitments, primarily through matching these commitments with principal repayments on outstanding loans. Unfunded Investment Commitment As discussed in Note 7 , On August 3, 2020, the Company entered into a subscription agreement with Mavik RESOF whereby the Company committed to fund up to $50.0 million to purchase limited partnership interests in Mavik RESOF. As of September 30, 2021, the commitment was fully funded. As of December 31, 2020, the unfunded investment commitment was $14.1 million, respectively. Other The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Manager has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote. 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. See Note 8 for a discussion of the Company’s commitments to the Manager. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 11. Equity Earnings Per Share The following table presents earnings per share for the three and nine months ended September 30, 2021 and September 30, 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net (loss) income $ (727,758) $ 2,143,130 $ 643,567 $ 5,368,135 Series A preferred stock dividend declared (3,906) (3,906) (11,718) (11,718) Net (loss) income allocable to common stock (731,664) 2,139,224 $ 631,849 $ 5,356,417 Weighted-average shares outstanding - basic 19,487,460 19,487,461 19,487,460 18,586,627 (Loss) earnings per share - basic and diluted $ (0.04) $ 0.11 $ 0.03 $ 0.29 Preferred Stock Classes Preferred Stock The Company’s charter gives it authority to issue 50,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The Company’s board of directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock. As of September 30, 2021 and December 31, 2020, there were no Preferred Stock issued or outstanding. Series A Preferred Stock On November 30, 2016, the Company’s board of directors classified and designated 125 shares of preferred stock as a separate class of preferred stock to be known as the 12.5% Series A Redeemable Cumulative Preferred Stock, $1,000 liquidation value per share (“Series A Preferred Stock”). In December 2016, the Company sold 125 shares of the Series A Preferred Stock for $125,000. The Series A Preferred Stock pays dividends at an annual rate of 12.5% of the liquidation preference. These dividends are cumulative and payable semi-annually in arrears on June 30 and December 31 of each year. The Series A Preferred Stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank senior to common stock. The Company, at its option, may redeem the shares, with written notice, at a redemption price of $1,000 per share, plus any accrued unpaid distribution through the date of the redemption. The Series A Preferred Stock carries a redemption premium of $50 per share if redeemed prior to January 1, 2019. The Series A Preferred Stock generally has no voting rights. However, the Series A Preferred Stock holders’ voting is required if (i) authorization or issuance of any securities senior to the Series A Preferred Stock; (ii) an amendment to the Company’s charter that has a material adverse effect on the rights and preference of the Series A Preferred Stock; and (iii) any reclassification of the Series A Preferred Stock. Common Stock As discussed in Note 3 , on March 1, 2020, TPT2 merged with and into the Company with the Company continuing as the surviving corporation. 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, the Company issued 2,457,684.59 shares of common stock of the Company in exchange for the settlement of certain participation interests in loans held by the Company and cash. 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 September 30, 2021, Terra JV owns 87.4% of the issued and outstanding shares of the Company’s common stock with the remainder held by Terra Offshore REIT, and Terra Fund 5 and Terra Fund 7 own an 87.6% and 12.4% interest, respectively, in Terra JV. On September 30, 2019, the Company issued 212,691 shares of its common stock to Terra Offshore REIT at a price of $17.02 per share for total proceeds of $3.6 million. On April 29, 2020, the Company repurchased, at a price of $17.02 per share, the 212,691 shares it previously sold to Terra Offshore REIT ( Note 7 ). Distributions The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with U.S. GAAP, to its stockholders each year to comply with the REIT provisions of the Internal Revenue Code. All distributions will be made at the discretion of the Company’s board of directors and will depend upon its taxable income, financial condition, maintenance of REIT status, applicable law, and other factors as its board of directors deems relevant. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Management has evaluated subsequent events through the date the consolidated financial statements were available to be issued. Management has determined that there are no material events other than the one described below that would require adjustment to, or disclosure in, the Company’s consolidated financial statements. On November 8, 2021, Terra Mortgage Capital III, LLC (the “Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Uncommitted Master Repurchase Agreement (the “UBS Master Repurchase Agreement”) with UBS AG ( the “Buyer”). The UBS Master Repurchase Agreement provides for advances of up to $195 million in the aggregate, which the Company expects to use to finance certain secured performing commercial real estate loans, including senior mortgage loans, where the underlying mortgaged properties consist of value-added assets with loan-to-value ratio between 65% and 80% that are typically yielding between 2.5% and 5.0%. Advances under the UBS Master Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) the 30-day LIBOR and (ii) the applicable spread, which ranges from 1.60% to 1.85%, and have a maturity date of November 7, 2024. The actual terms of financing for each asset will be determined at the time of financing in accordance with the UBS Master Repurchase Agreement. Subject to satisfaction of certain conditions, the Seller may extend the maturity date of the UBS Master Repurchase Agreement annually thereafter on mutually agreeable terms. The UBS Master Repurchase Agreement contains margin call provisions that provide the Buyer with certain rights in the event of a decline in the credit of the underlying assets purchased under the UBS Master Repurchase Agreement. Upon the occurrence of a margin deficit event, the Buyer may require the Seller to make a payment to reduce the purchase price to eliminate any margin deficit. In connection with the UBS Master Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of the Buyer (the “UBS Guarantee Agreement”). The UBS Master Repurchase Agreement and the UBS Guarantee Agreement contain various representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the UBS Guarantee Agreement contains financial covenants, which require the Company to maintain: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the Master Repurchase Agreement; (ii) total liquidity of at least the greater of $15 million or 10% of the then-current outstanding amount under the Master Repurchase Agreement (iii) tangible net worth at an amount equal to or greater than $215.7 million plus 75% of new capital contributions thereafter; (iv) an EBITDA to interest expense ratio of not less than 1.50 to 1.00; and (v) a total indebtedness to tangible net worth ratio of not more than 3.50 to 1.00. . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | Principles of Consolidation The consolidated financial statements include all of the Company’s accounts and those of its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting (see Note 5 ). VIE Model An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. |
Loans Held for Investment | Loans Held for Investment The Company originates, acquires, and structures real estate-related loans generally to be held to maturity. Loans held for investment are carried at the principal amount outstanding, adjusted for the accretion of discounts on investments and exit fees, and the amortization of premiums on investments and origination fees. The Company’s preferred equity investments, which are economically similar to mezzanine loans and subordinate to any loans but senior to common equity, are accounted for as loans held for investment. Loans are carried at cost less allowance for loan losses. |
Allowance for Loan Losses | Allowance for Loan Losses The Company’s loans are typically collateralized by either the sponsors’ equity interest in the real estate properties or the underlying real estate properties. As a result, the Company regularly evaluates the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations and/or reserve balances are sufficient to cover the debt service requirements currently and into the future; (ii) the ability of the borrower to refinance the loan; and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of the sponsor as well as its competency in managing and operating the real estate property. In addition, the Company considers the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, the capitalization and discount rates; (ii) site inspections; and (iii) current credit spreads and discussions with market participants. The Manager performs a quarterly evaluation for possible impairment of the Company’s portfolio of loans. A loan is impaired if it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. Impairment is measured based on the present value of expected future cash flows or the fair value of the collateral if the loan is collateral dependent. Upon measurement of impairment, the Company records an allowance to reduce the carrying value of the loan with a corresponding charge to net income. In conjunction with the quarterly evaluation of loans not considered impaired, the Manager assesses the risk factors of each loan and assigns each loan a risk rating between 1 and 5, which is an average of the numerical ratings in the following categories: (i) sponsor capability and financial condition; (ii) loan and collateral performance relative to underwriting; (iii) quality and stability of collateral cash flows and/or reserve balances; and (iv) loan to value. Based on a 5-point scale, the Company’s loans are rated “1” through “5”, from less risk to greater risk, as follows: Risk Rating Description 1 Very low risk 2 Low risk 3 Moderate/average risk 4 Higher risk 5 Highest risk |
Troubled Debt Restructuring Policy | There may be circumstances where the Company modifies a loan by granting the borrower a concession that it might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDR”s) unless the modification solely results in a delay in a payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes. |
Equity Investment in a Limited Partnership | Equity Investment in a Limited Partnership The Company accounts for its equity interest in a limited partnership under the equity method of accounting, i.e., at cost, increased or decreased by its share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting. |
Marketable Securities Policy | Marketable Securities The Company from time to time invests in short term debt and equity securities. These securities are classified as available-for-sale and are carried at fair value. Changes in the fair value of equity securities are recognized in earnings. Changes in the fair value of debt securities are reported in other comprehensive income until a gain or loss on the securities is realized. |
Real Estate Owned | Real Estate Owned, Net Real estate acquired is recorded at its estimated fair value at acquisition and is shown net of accumulated depreciation and impairment charges. Acquisition of properties generally are accounted for as asset acquisitions. Under asset acquisition accounting, the costs to acquire real estate, including transaction costs, are accumulated and then allocated to individual assets and liabilities acquired based upon their relative fair value. The Company allocates the purchase price of its real estate acquisitions to land, building, tenant improvements, acquired in-place leases, intangibles for the value of any above or below market leases at fair value and to any other identified intangible assets or liabilities. The Company amortizes the value allocated to in-place leases over the remaining lease term, which is reported in depreciation and amortization expense on its consolidated statements of operations. The value allocated to above or below market leases are amortized over the remaining lease term as an adjustment to rental income. Real estate assets are depreciated using the straight-line method over their estimated useful lives: buildings and improvements - not to exceed 40 years, and tenant improvements - shorter of the lease term or life of the asset. Ordinary repairs and maintenance which are not reimbursed by the tenants are expensed as incurred. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their estimated useful life. |
Lessee, Leases Policy | Leases The Company determines if an arrangement is a lease at inception. Operating leases in which the Company is the lessee are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s lease typically does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made in advance and excludes lease incentives |
Deal Deposits | Deal DepositsWhen negotiating the acquisition of investments, the Company may be required a fund a refundable deposit in order to facilitate the transaction. These deposits are not interest bearing and will either be applied to the purchase price at the time the investment closes or be refunded when the Company determines the transaction is not likely to close. The Company classifies these deposits as deal deposits on the consolidated balance sheet |
Revenue Recognition | Revenue Recognition Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Interest Income: Interest income is accrued based upon the outstanding principal amount and contractual terms of the loans and preferred equity investments that the Company expects to collect and it is accrued and recorded on a daily basis. Discounts and premiums on investments purchased are accreted or amortized over the expected life of the respective loan using the effective yield method, and are included in interest income in the consolidated statements of operations. Loan origination fees and exit fees, net of portions attributable to obligations under participation agreements, are capitalized and amortized or accreted to interest income over the life of the investment using the effective yield method. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of the Manager, recovery of income and principal becomes doubtful. Outstanding interest receivable is assessed for recoverability. Interest is then recorded on the basis of cash received until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. The Company holds loans in its portfolio that contain paid-in-kind (“PIK”) interest provisions. The PIK interest, which represents contractually deferred interest that is added to the principal balance that is due at maturity, is recorded on the accrual basis. Real Estate Operating Revenues: Real estate operating revenue is derived from leasing of space to various types of tenants. The leases are for fixed terms of varying length and generally provide for annual rent increases and expense reimbursements to be paid in monthly installments. Lease revenue, or rental income from leases, is recognized on a straight-line basis over the term of the respective leases. Additionally, the Company recorded above- and below-market lease intangibles, which are included in real estate owned, net, in connection with the acquisition of the real estate properties. These intangible assets and liabilities are amortized to lease revenue over the remaining contractual lease term. Other Revenues: Prepayment fee income is recognized as prepayments occur. All other income is recognized when earned. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments, with original maturities of ninety days or less when purchased, as cash equivalents. Cash and cash equivalents are exposed to concentrations of credit risk. The Company maintains all of its cash at financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. Restricted cash represents cash held as additional collateral by the Company on behalf of the borrowers related to the investments in loans or preferred equity instruments for the purpose of such borrowers making interest and property-related operating payments. Restricted cash is not available for general corporate purposes. The related liability is recorded in “ Interest reserve and other deposits held on investments ” on the consolidated balance sheets. Cash held in escrow by lender represents amounts funded to an escrow account for debt services and tenant improvements. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Company’s consolidated balance sheets to the total amount shown in its consolidated statements of cash flows: September 30, 2021 2020 Cash and cash equivalents $ 51,975,601 $ 65,729,695 Restricted cash 10,201,589 26,017,300 Cash held in escrow by lender 3,941,142 1,864,351 Total cash, cash equivalents and restricted cash shown in the consolidated $ 66,118,332 $ 93,611,346 |
Participation Interests | Participation Interests Loan participations from the Company which do not qualify for sale treatment remain on the Company’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements. For the investments for which participation has been granted, the interest earned on the entire loan balance is recorded within “ Interest income ” and the interest related to the participation interest is recorded within “ Interest expense from obligations under participation agreements ” in the consolidated statements of operations. Interest expense from obligations under participation agreement is reversed when recovery of interest income on the related loan becomes doubtful. See “ Obligations under Participation Agreements ” in Note 9 for additional information. |
Term Loan | Term Loan The Company finances certain of its senior loans through borrowings under an indenture and credit agreement. The Company accounts for the borrowings as a term loan, which is carried at the contractual amount (cost), net of unamortized deferred financing fees. |
Fair Value Measurement Policy | Fair Value Measurements United States generally accepted accounting principles (“U.S. GAAP”) establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The Company has not elected the fair value option for its financial instruments, including loans held for investment, loans held for investment acquired through participation, obligations under participation agreements, secured borrowing, mortgage loan payable and revolving line of credit. Such financial instruments are carried at cost, less impairment, where applicable. Marketable securities are financial instruments that are reported at fair value. 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. |
Deferred Financing Costs Policy | Deferred Financing Costs Deferred financing costs represent fees and expenses incurred in connection with obtaining financing for investments. These costs are presented in the consolidated balance sheets as a direct deduction of the debt liability to which the costs pertain. These costs are amortized using the effective interest method and are included in interest expense on the applicable borrowings in the consolidated statements of operations over the life of the borrowings. |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2016. In order to qualify as a REIT, the Company is required, among other things, to distribute at least 90% of its REIT net taxable income to the stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income taxes on income and gains distributed to the stockholders as long as certain requirements are satisfied, principally relating to the nature of income and the level of distributions, as well as other factors. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax for taxable years before 2018) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. Any gains from the sale of foreclosed properties within two years are subject to U.S. federal and state income taxes at regular corporate rates. The Company did not have any uncertain tax positions that met the recognition or measurement criteria of Accounting Standards Codification (“ASC”) 740-10-25, Income Taxes |
Earnings Per Share | Earnings Per Share The Company has a simple equity capital structure with only common stock and preferred stock outstanding. As a result, earnings per share, as presented, represent both basic and dilutive per-share amounts for the periods presented in the consolidated financial statements. Income per basic share of common stock is calculated by dividing net income allocable to common stock by the weighted-average number of shares of common stock issued and outstanding during such period. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those estimates, and those differences could be material. |
Segment Reporting | Segment Information The Company’s primary business is originating, acquiring and structuring real estate-related loans related to high quality commercial real estate. From time to time, the Company may acquire real estate encumbering the senior loans through foreclosure. However, management treats the operations of the real estate acquired through foreclosure as the continuation of the original senior loans. The Company operates in a single segment focused on mezzanine loans, other loans and preferred equity investments, and to a lesser extent, owning and managing real estate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. In April 2019, the FASB issued additional amendments to clarify the scope of ASU 2016-13 and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. In May 2019, the FASB issued ASU 2019-05 — Targeted Transition Relief, which provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In October 2019, the FASB decided that for smaller reporting companies, ASU 2016-13 and related amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of a smaller reporting company under the regulation of the Securities and Exchange Commission. As such, the Company will adopt this ASU and related amendments on January 1, 2023. Management is currently evaluating the impact this change will have on the Company’s consolidated financial statements and disclosures. London Interbank Offered Rate (“LIBOR”) is a benchmark interest rate referenced in a variety of agreements that are used by all types of entities. In July 2017, the U.K. Financial Conduct Authority, which regulates the LIBOR administrator, ICE Benchmark Administration Limited (“IBA”), announced that it would cease to compel banks to participate in setting LIBOR as a benchmark by the end of 2021. Such announcement indicates that market participants cannot rely on LIBOR being published after 2021. On December 4, 2020, the IBA published a consultation on its intention to cease the publication of LIBOR. For the most commonly used tenors (overnight and one, three, six and 12 months) of U.S. dollar LIBOR, the IBA is proposing to cease publication immediately after June 30, 2023, anticipating continued rate submissions from panel banks for these tenors of U.S. dollar LIBOR. The IBA’s consultation also proposes to cease publication of all other U.S. dollar LIBOR tenors, and of all non-U.S. dollar LIBOR rates, after December 31, 2021. Other interest rates used globally could also be discontinued for similar reasons. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In the event LIBOR is unavailable, the Company’s investment documents provide for a substitute index, on a basis generally consistent with market practice, intended to put the Company in substantially the same economic position as LIBOR. As a result, the Company does not expect the reference rate reform and the adoption of ASU 2020-04 and ASU 2021-01 to have a material impact on its consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Company’s consolidated balance sheets to the total amount shown in its consolidated statements of cash flows: September 30, 2021 2020 Cash and cash equivalents $ 51,975,601 $ 65,729,695 Restricted cash 10,201,589 26,017,300 Cash held in escrow by lender 3,941,142 1,864,351 Total cash, cash equivalents and restricted cash shown in the consolidated $ 66,118,332 $ 93,611,346 |
Merger and Issuance of Common_2
Merger and Issuance of Common Stock to Terra Offshore REIT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Terra Property Trust 2 Inc | |
Business Acquisition | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents a summary of the consideration exchanged and settlement of the Company’s obligations under participation agreements as a result of the Merger: Total Consideration Equity issued in the Merger $ 34,630,615 $ 34,630,615 Net Assets of TPT2 Received in the Merger Loans held for investment acquired through participation $ 17,688,741 Cash and cash equivalents 16,897,074 Interest receivable 134,543 Other assets 18,384 Accounts payable and accrued expenses (57,433) Due to Manager (50,694) Total identifiable net assets $ 34,630,615 |
Terra Offshore Funds REIT | |
Business Acquisition | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents a summary of the consideration exchanged and settlement of the Company’s obligations under participation agreements as a result of the Issuance of Common Stock to Terra Offshore REIT: Total Consideration Equity issued to Terra Offshore REIT $ 40,749,378 $ 40,749,378 Net Assets of Terra Offshore REIT Received Investments through participation interest, at fair value $ 32,112,257 Cash and cash equivalents 8,600,000 Interest receivable 270,947 Due to Manager (233,826) Total identifiable net assets $ 40,749,378 |
Loans Held for Investment (Tabl
Loans Held for Investment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Summary Investment Holdings | The following table provides a summary of the Company’s loan portfolio as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Fixed Rate Floating (1)(2)(3) Total Fixed Rate Floating (1)(2)(3) Total Number of loans 5 14 19 6 14 20 Principal balance $ 92,808,312 $ 389,281,253 $ 482,089,565 $ 56,335,792 $ 367,838,966 $ 424,174,758 Carrying value $ 93,656,356 $ 386,806,296 $ 480,462,652 $ 56,464,310 $ 365,816,205 $ 422,280,515 Fair value $ 93,571,526 $ 384,826,180 $ 478,397,706 $ 56,284,334 $ 363,122,860 $ 419,407,194 Weighted-average coupon rate 12.94 % 7.44 % 8.50 % 12.17 % 7.95 % 8.51 % Weighted-average remaining 1.23 1.12 1.14 1.78 1.44 1.48 _______________ (1) These loans pay a coupon rate of LIBOR plus a fixed spread. Coupon rate shown was determined using LIBOR of 0.08% and 0.14% as of September 30, 2021 and December 31, 2020, respectively. (2) As of September 30, 2021 and December 31, 2020, amounts included $162.8 million and $184.2 million of senior mortgages used as collateral for $93.6 million and $107.6 million of borrowings under a term loan, respectively ( Note 9 ). As of September 30, 2021, amounts also included $42.2 million of senior mortgages used as collateral for $25.3 million of borrowings under a revolving line of credit. Borrowings under the term loan bear interest at an annual rate of LIBOR plus 4.25% with a LIBOR floor of 1.00%. Borrowings under the revolving line of credit bear interest at a minimum rate of 4.0%. (3) As of both September 30, 2021 and December 31, 2020, twelve of these loans are subject to a LIBOR floor. |
Investment Holdings, Schedule of Investments | The following table presents the activities of the Company’s loan portfolio for the nine months ended September 30, 2021 and 2020: Loans Held for Investment Loans Held for Investment through Participation Interests Total Balance, January 1, 2021 $ 417,986,462 $ 4,294,053 $ 422,280,515 New loans made 163,504,926 — 163,504,926 Principal repayments received (101,659,237) (4,250,000) (105,909,237) PIK interest (1) 1,955,109 — 1,955,109 Net amortization of premiums on loans (46,043) — (46,043) Accrual, payment and accretion of investment-related fees and other, 938,233 (44,053) 894,180 Realized loss on loan repayments (2)(3) (651,553) — (651,553) Provision for loan losses (1,565,245) — (1,565,245) Balance, September 30, 2021 $ 480,462,652 $ — $ 480,462,652 Loans Held for Investment Loans Held for Investment through Participation Interests Total Balance, January 1, 2020 $ 375,462,222 $ 3,150,546 $ 378,612,768 New loans made 84,629,411 1,129,112 85,758,523 Principal repayments received (28,690,175) — (28,690,175) PIK interest (1) 2,893,620 — 2,893,620 Net amortization of premiums on loans (46,043) — (46,043) Accrual, payment and accretion of investment-related fees, net 792,606 16,343 808,949 Provision for loan losses (1,356,737) — (1,356,737) Balance, September 30, 2020 $ 433,684,904 $ 4,296,001 $ 437,980,905 _______________ (1) Certain loans in the Company’s portfolio contain PIK interest provisions. The PIK interest represents contractually deferred interest that is added to the principal balance. PIK interest related to obligations under participation agreements amounted to $1.0 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively. (2) On September 2, 2021, the Company foreclosed on a hotel property encumbered by a first mortgage and the related subordinated mezzanine loan, both of which were held by the Company, with an aggregate principal balance $14.6 million. On September 23, 2021, the hotel property was sold to a third party for $13.8 million. The net proceeds from the sale, together with a payment under a contractual guarantee of $0.8 million from the borrower, were used to pay off both loans in full. In connection with the loan repayment, the related obligation under participation agreement of $6.4 million was simultaneously satisfied. In connection with the loan repayment, the Company recorded a loss of $0.4 million related to the write-off of the interest accrued but uncollected in the third quarter of 2021, excluding the amount attributable to obligations under participation agreements of $0.1 million. (3) Amount also included realized loss of $0.3 million related to the TDR transaction described below. |
Schedule of Accounts, Notes, Loans and Financing Receivable | The tables below detail the types of loans in the Company’s loan portfolio, as well as the property type and geographic location of the properties securing these loans as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Loan Structure Principal Balance Carrying Value % of Total Principal Balance Carrying Value % of Total First mortgages $ 383,044,928 $ 385,439,932 80.2 % $ 254,042,847 $ 255,093,989 60.5 % Preferred equity investments 89,044,637 89,182,058 18.6 % 141,590,632 142,002,144 33.6 % Mezzanine loans 10,000,000 10,160,225 2.1 % 28,541,279 28,923,140 6.8 % Allowance for loan losses — (4,319,563) (0.9) % — (3,738,758) (0.9) % Total $ 482,089,565 $ 480,462,652 100.0 % $ 424,174,758 $ 422,280,515 100.0 % September 30, 2021 December 31, 2020 Property Type Principal Balance Carrying Value % of Total Principal Balance Carrying Value % of Total Office $ 212,435,064 $ 213,199,243 44.4 % $ 182,698,225 $ 183,053,751 43.3 % Infill land 79,495,651 79,895,793 16.6 % 10,442,567 10,537,512 2.5 % Multifamily 78,724,866 79,265,718 16.5 % 150,873,173 151,768,347 35.9 % Hotel - full/select service 56,847,381 57,365,987 11.9 % 49,142,809 49,393,251 11.7 % Mixed use 16,586,603 16,586,603 3.5 % 16,767,984 16,767,984 4.0 % Student housing 31,000,000 31,468,871 6.5 % 3,000,000 3,204,375 0.8 % Industrial 7,000,000 7,000,000 1.5 % 7,000,000 7,000,000 1.7 % Hotel - extended stay — — — % 4,250,000 4,294,053 1.0 % Allowance for loan losses — (4,319,563) (0.9) % — (3,738,758) (0.9) % Total $ 482,089,565 $ 480,462,652 100.0 % $ 424,174,758 $ 422,280,515 100.0 % During the first quarter of 2021, the Company reclassified the property types of collateral on certain loans to multifamily to better reflect the tenant mix of each property. Additionally, the Company categorized hotel properties further to hotel - full/selected service and hotel - extended stay. The prior period amounts have been reclassified to conform to the current period presentation. September 30, 2021 December 31, 2020 Geographic Location Principal Balance Carrying Value % of Total Principal Balance Carrying Value % of Total United States California $ 194,558,815 $ 195,789,977 40.7 % $ 200,279,688 $ 200,990,328 47.6 % New York 89,044,637 89,182,058 18.5 % 79,187,004 79,310,276 18.8 % Georgia 52,921,315 53,194,876 11.0 % 74,116,787 74,505,752 17.6 % Pennsylvania 52,000,000 52,464,277 10.9 % — — — % North Carolina 39,570,042 39,774,232 8.3 % 33,242,567 33,438,806 7.9 % Utah 28,000,000 28,308,646 5.9 % — — — % Texas 13,625,000 13,721,970 2.9 % 3,848,712 3,887,200 0.9 % Massachusetts 7,000,000 7,000,000 1.5 % 7,000,000 7,000,000 1.7 % South Carolina 3,000,000 3,160,225 0.7 % 3,000,000 3,204,375 0.8 % Washington 2,369,756 2,185,954 0.5 % 23,500,000 23,682,536 5.6 % Allowance for loan losses — (4,319,563) (0.9) % — (3,738,758) (0.9) % Total $ 482,089,565 $ 480,462,652 100.0 % $ 424,174,758 $ 422,280,515 100.0 % September 30, 2021 December 31, 2020 Loan Risk Rating Number of Loans Principal Balance Carrying Value % of Total Number of Loans Principal Balance Carrying Value % of Total 1 — $ — $ — — % — $ — $ — — % 2 2 25,000,000 25,040,664 5.2 % 1 7,000,000 7,000,000 1.6 % 3 13 354,419,928 356,837,523 73.5 % 14 323,696,475 325,284,285 76.4 % 4 1 58,419,764 58,429,227 12.1 % 3 72,861,587 73,079,804 17.2 % 5 — — — — % 1 3,848,712 3,887,200 0.9 % Other (1) 3 44,249,873 44,474,801 9.2 % 1 16,767,984 16,767,984 3.9 % 19 $ 482,089,565 484,782,215 100.0 % 20 $ 424,174,758 426,019,273 100.0 % Allowance for loan losses (4,319,563) (3,738,758) Total, net of allowance for loan losses $ 480,462,652 $ 422,280,515 _______________ |
Allowance for loan losses | The following table presents the activity in the Company’s allowance for loan losses for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Allowance for loan losses, beginning of period $ 3,738,758 $ — Provision for loan losses 1,565,245 1,356,737 Charge-offs (1) (984,440) — Recoveries — — Allowance for loan losses, end of period $ 4,319,563 $ 1,356,737 |
Summarizes the recorded investment of TDR | The following table summarizes the recorded investment of TDR as of the date of restructuring: Number of loans modified 1 Pre-modified recorded carrying value $ 18,503,470 Post-modified recorded carrying value (1) $ 13,625,000 _______________ |
Equity Investment in a Limite_2
Equity Investment in a Limited Partnership (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables present summarized financial information of the Company’s equity investment in Mavik RESOF. Amounts provided are the total amounts attributable to the investment and do not represent the Company’s proportionate share: September 30, 2021 December 31, 2020 Investments at fair value (cost of $74,285,158 and $44,174,031, respectively) $ 74,891,687 $ 44,715,979 Other assets 12,074,260 5,331,840 Total assets 86,965,947 50,047,819 Obligations under participation agreement (proceeds of $6,808,000 and $6,295,100, 6,878,371 6,347,478 Other liabilities 10,755,766 4,204,147 Total liabilities $ 17,634,137 $ 10,551,625 Partners’ capital $ 69,331,810 $ 39,496,194 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total investment income $ 3,116,999 $ — $ 7,857,322 $ — Total expenses 490,011 — 1,505,586 — Net investment income 2,626,988 — 6,351,736 — Unrealized appreciation on investments (80,655) — 102,328 — Net increase in partners' capital resulting from operations $ 2,546,333 $ — $ 6,454,064 $ — |
Real Estate Owned, Net (Tables)
Real Estate Owned, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Components of real estate owned, net | The following table presents the components of real estate owned, net: September 30, 2021 December 31, 2020 Cost Accumulated Depreciation/Amortization Net Cost Accumulated Depreciation/Amortization Net Real estate: Land $ 13,395,430 $ — $ 13,395,430 $ 13,395,430 $ — $ 13,395,430 Building and building 51,725,969 (4,095,015) 47,630,954 51,725,969 (3,125,143) 48,600,826 Tenant improvements 1,854,640 (885,916) 968,724 1,854,640 (670,090) 1,184,550 Furniture and fixtures 236,000 (94,400) 141,600 236,000 (31,467) 204,533 Total real estate 67,212,039 (5,075,331) 62,136,708 67,212,039 (3,826,700) 63,385,339 Lease intangible assets: In-place lease 14,982,538 (6,849,595) 8,132,943 15,852,232 (6,172,747) 9,679,485 Above-market rent 156,542 (55,594) 100,948 156,542 (42,427) 114,115 Total intangible assets 15,139,080 (6,905,189) 8,233,891 16,008,774 (6,215,174) 9,793,600 Lease intangible liabilities: Below-market rent (2,754,922) 1,353,240 (1,401,682) (3,371,314) 1,702,800 (1,668,514) Above-market ground lease (8,896,270) 412,770 (8,483,500) (8,896,270) 315,008 (8,581,262) Total intangible liabilities (11,651,192) 1,766,010 (9,885,182) (12,267,584) 2,017,808 (10,249,776) Total real estate $ 70,699,927 $ (10,214,510) $ 60,485,417 $ 70,953,229 $ (8,024,066) $ 62,929,163 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Real estate operating revenues: Lease revenue $ 1,805,647 $ 2,515,678 $ 5,417,341 $ 6,359,883 Other operating income 385,531 475,241 1,051,178 1,195,182 Total $ 2,191,178 $ 2,990,919 $ 6,468,519 $ 7,555,065 Real estate operating expenses: Utilities 82,672 58,468 $ 153,140 $ 131,498 Real estate taxes 356,350 234,375 1,046,823 700,125 Repairs and maintenances 184,173 119,512 453,391 516,073 Management fees 55,609 50,392 205,915 165,169 Lease expense, including amortization of above-market ground lease (1) 487,163 283,538 1,597,239 850,614 Other operating expenses 98,534 95,423 295,413 293,954 Total $ 1,264,501 $ 841,708 $ 3,751,921 $ 2,657,433 _______________ (1) As discussed in “ Leases ” below, the multi-tenant office building is subject to a ground lease, for which the rent resets every five years. The last rent reset was on November 1, 2020. Based on information available to the Company as of November 1, 2020, including the fact that there was a global pandemic with a potentially significant negative impact on real estate |
Future minimum rents, exclusive of renewals and expenses paid by tenants | Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants, under non-cancelable operating leases at September 30, 2021 are as follows: Years Ending December 31, Total 2021 (October 1 through December 31) $ 2,341,470 2022 7,504,551 2023 7,746,538 2024 7,995,237 2025 4,517,455 Thereafter 3,864,450 Total $ 33,969,701 |
Scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter | Based on the intangible assets and liabilities recorded at September 30, 2021, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows: Years Ending December 31, Net Decrease in Real Estate Operating Revenue (1) Increase in Depreciation and Amortization (1) Decrease in Rent Expense (1) Total 2021 (October 1 through December 31) $ (84,555) $ 515,515 $ (32,587) $ 398,373 2022 (338,220) 2,062,060 (130,348) 1,593,492 2023 (338,220) 2,062,060 (130,348) 1,593,492 2024 (338,220) 2,062,060 (130,348) 1,593,492 2025 (181,608) 1,431,248 (130,348) 1,119,292 Thereafter (19,911) — (7,929,521) (7,949,432) Total $ (1,300,734) $ 8,132,943 $ (8,483,500) $ (1,651,291) _______________ (1) Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to lease revenues; amortization of in-place lease intangibles is included in depreciation and amortization; and amortization of above-market ground lease is recorded as a reduction to rent expense. |
Supplemental balance sheet information related to the ground lease | Supplemental balance sheet information related to the ground lease was as follows: September 30, 2021 December 31, 2020 Operating lease Operating lease right-of-use assets (1) $ 27,398,786 $ 16,105,888 Operating lease liabilities $ 27,398,786 $ 16,105,888 Weighted average remaining lease term — operating lease (years) 65.1 65.8 Weighted average discount rate — operating lease 7.6 % 7.9 % _______________ |
Component of lease expense for the ground lease | The component of lease expense for the ground lease was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost (1) $ 519,750 $ 316,125 $ 1,695,000 $ 948,375 _______________ |
Supplemental non-cash information related to the ground lease | Supplemental non-cash information related to the ground lease was as follows: Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,695,000 $ 948,375 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,695,000 $ 948,375 |
Maturities of operating lease liabilities | Maturities of operating lease liabilities are as follows: Years Ending December 31, Operating Lease 2021 (October 1 through December 31) $ 519,750 2022 2,079,000 2023 2,079,000 2024 2,079,000 2025 2,079,000 Thereafter 126,385,875 Total lease payments 135,221,625 Less: Imputed interest (107,822,839) Total $ 27,398,786 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements of marketable securities, by major class | The following tables present fair value measurements of marketable securities, by major class, as of September 30, 2021 and December 31, 2020, according to the fair value hierarchy: September 30, 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Marketable Securities: Equity securities $ 4,437,855 $ — $ — $ 4,437,855 Total $ 4,437,855 $ — $ — $ 4,437,855 December 31, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Marketable Securities: Equity securities $ 1,287,500 $ — $ — $ 1,287,500 Total $ 1,287,500 $ — $ — $ 1,287,500 |
Activities of the marketable securities | The following table presents the activities of the marketable securities for the periods presented. Nine Months Ended September 30, 2021 2020 Beginning balance $ 1,287,500 $ — Purchases 6,479,147 6,039,567 Proceeds from sale (3,328,157) (6,023,723) Reclassification of net realized gains on marketable securities into earnings 22,428 1,160,162 Unrealized (losses) gains on marketable securities (23,063) 28,995 Ending balance $ 4,437,855 $ 1,205,001 |
Fair Value Measurements, Nonrecurring | The following table presents the carrying value, which represents the principal amount outstanding, adjusted for the accretion of purchase discounts on loans and exit fees, and the amortization of purchase premiums on loans and origination fees, and estimated fair value of the Company’s financial instruments that are not carried at fair value on the consolidated balance sheets: September 30, 2021 December 31, 2020 Level Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Loans: Loans held for investment, net 3 $ 482,089,565 $ 484,782,215 $ 478,397,706 $ 419,924,758 $ 421,725,220 $ 415,113,225 Loans held for investment 3 — — — 4,250,000 4,294,053 4,293,969 Allowance for loan losses — (4,319,563) — — (3,738,758) — Total loans $ 482,089,565 $ 480,462,652 $ 478,397,706 $ 424,174,758 $ 422,280,515 $ 419,407,194 Liabilities: Term loan payable 3 $ 93,595,027 $ 91,633,624 $ 94,197,966 $ 107,584,451 $ 105,245,801 $ 107,248,555 Unsecured notes payable 1 85,125,000 81,706,136 85,193,100 — — — Obligations under participation 3 105,566,232 106,190,225 105,281,167 71,266,303 71,581,897 70,693,207 Mortgage loan payable 3 32,164,575 32,301,666 32,391,423 44,020,225 44,117,293 44,348,689 Secured borrowing 3 31,477,882 31,525,439 31,169,148 18,281,848 18,187,663 17,037,032 Revolving line of credit 3 25,299,713 24,832,405 25,299,713 — — — Total liabilities $ 373,228,429 $ 368,189,495 $ 373,532,517 $ 241,152,827 $ 239,132,654 $ 239,327,483 |
Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes the valuation techniques and significant unobservable inputs used by the Company to value the Level 3 loans as of September 30, 2021 and December 31, 2020. The tables are not intended to be all-inclusive, but instead identify the significant unobservable inputs relevant to the determination of fair values. Fair Value at September 30, 2021 Primary Valuation Technique Unobservable Inputs September 30, 2021 Asset Category Minimum Maximum Weighted Average Assets: Loans held for investment, net $ 478,397,706 Discounted cash flow Discount rate 4.28 % 15.00 % 9.19 % Loans held for investment acquired through — Discounted cash flow Discount rate 0.00 % 0.00 % 0.00 % Total Level 3 Assets $ 478,397,706 Liabilities: Term loan payable $ 94,197,966 Discounted cash flow Discount rate 4.00 % 4.00 % 4.00 % Obligations under Participation Agreements 105,281,167 Discounted cash flow Discount rate 7.13 % 15.00 % 11.65 % Mortgage loan payable 32,391,423 Discounted cash flow Discount rate 6.08 % 6.08 % 6.08 % Secured borrowing 31,169,148 Discounted cash flow Discount rate 7.12 % 7.12 % 7.12 % Revolving line of credit 25,299,713 Discounted cash flow Discount rate 4.00 % 4.00 % 4.00 % Total Level 3 Liabilities $ 288,339,417 Fair Value at December 31, 2020 Primary Valuation Technique Unobservable Inputs December 31, 2020 Asset Category Minimum Maximum Weighted Average Assets: Loans held for investment, net $ 415,113,225 Discounted cash flow Discount rate 5.29 % 20.05 % 10.38 % Loans held for investment acquired through 4,293,969 Discounted cash flow Discount rate 12.89 % 12.89 % 12.89 % Total Level 3 Assets $ 419,407,194 Liabilities: Term loan payable $ 107,248,555 Discounted cash flow Discount rate 5.25 % 5.25 % 5.25 % Obligations under Participation Agreements 70,693,207 Discounted cash flow Discount rate 9.75 % 20.05 % 12.58 % Mortgage loan payable 44,348,689 Discounted cash flow Discount rate 6.08 % 6.08 % 6.08 % Secured borrowing 17,037,032 Discounted cash flow Discount rate 11.25 % 11.25 % 11.25 % Total Level 3 Liabilities $ 239,327,483 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents a summary of fees paid and costs reimbursed to the Manager in connection with providing services to the Company that are included on the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Origination and extension fee expense (1) $ 975,598 $ 285,205 $ 1,573,612 $ 973,423 Asset management fee 1,420,119 1,151,166 3,733,358 3,321,125 Asset servicing fee 311,127 258,860 861,324 746,384 Operating expenses reimbursed to Manager 1,528,223 1,719,767 4,878,050 4,781,831 Disposition fee (2) 342,508 95,889 657,196 391,833 Total $ 4,577,575 $ 3,510,887 $ 11,703,540 $ 10,214,596 _______________ (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. The table below lists the participation interests purchased by the Company pursuant to participation agreements as of December 31, 2020. There were no such purchased participation interests outstanding as of September 30, 2021. December 31, 2020 Participating Interests Principal Balance Carrying Value LD Milpitas Mezz, LP (1) 25.00% $ 4,250,000 $ 4,294,053 ________________ (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. This loan was repaid in full in May 2021. Transfers Treated as Obligations Under Participation Agreements as of Principal Balance Carrying Value % Transferred Principal Balance Carrying Value 14th & Alice Street Owner, LLC (1) $ 38,871,218 $ 39,110,871 80.00 % $ 31,096,974 $ 31,237,324 370 Lex Part Deux, LLC (2) 58,419,764 58,429,227 35.00 % 20,446,917 20,446,917 BW Property Owner LLC and BW 2 Property Owner LLC (1)(2)(3) 52,000,000 52,464,277 90.38 % 47,000,000 47,419,635 RS JZ Driggs, LLC (2) 14,038,270 14,166,228 50.00 % 7,022,341 7,086,349 $ 163,329,252 $ 164,170,603 $ 105,566,232 $ 106,190,225 Transfers Treated as Obligations Under Participation Agreements as of Principal Balance Carrying Value % Transferred Principal Balance Carrying Value 14th & Alice Street Owner, LLC (1) $ 32,625,912 $ 32,877,544 80.00 % $ 26,100,729 $ 26,211,548 370 Lex Part Deux, LLC (2) 53,874,507 53,912,363 35.00 % 18,856,078 18,856,077 City Gardens 333 LLC (2) 28,303,628 28,307,408 14.00 % 3,962,509 3,963,010 Orange Grove Property Investors, LLC (2)(4) 10,600,000 10,701,924 80.00 % 8,480,000 8,561,523 RS JZ Driggs, LLC (2) 8,544,513 8,629,929 50.00 % 4,272,257 4,314,965 Stonewall Station Mezz LLC (2)(4) 10,442,567 10,537,512 44.00 % 4,594,730 4,635,937 The Bristol at Southport, LLC (1)(4) 23,500,000 23,682,536 21.28 % 5,000,000 5,038,837 $ 167,891,127 $ 168,649,216 $ 71,266,303 $ 71,581,897 ________________ (1) Participant is a third-party. (2) Participant is Terra Fund 6, an affiliated fund advised by Terra Income Advisors, LLC, an affiliate of the Company’s sponsor and Manager. (3) The participation interest was transferred to an affiliate and/or a third-party pursuant to a participation agreement in the second quarter of 2021. (4) The obligation under participation agreement was repaid in 2021. The following table summarizes the loan that was transferred to a third-party that was accounted for as secured borrowing as of September 30, 2021 and December 31, 2020: Transfers Treated as Secured Borrowing as of September 30, 2021 Principal Balance Carrying Value % Transferred Principal Balance Carrying Value Windy Hill PV Five CM, LLC $ 45,550,347 $ 45,813,408 69.11 % $ 31,477,882 $ 31,525,439 $ 45,550,347 $ 45,813,408 $ 31,477,882 $ 31,525,439 Transfers Treated as Secured Borrowing as of December 31, 2020 Principal Balance Carrying Value % Transferred Principal Balance Carrying Value Windy Hill PV Five CM, LLC $ 26,454,910 $ 26,407,494 69.11 % $ 18,281,848 $ 18,187,663 $ 26,454,910 $ 26,407,494 $ 18,281,848 $ 18,187,663 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument | |
Schedule of Line of Credit Facilities | The following tables present detailed information with respect to each borrowing under the Revolving Line of Credit as of September 30, 2021: September 30, 2021 Borrowing Base Borrowings Under the Revolving Line of Credit Principal Amount Carrying Value Fair 870 Santa Cruz, LLC $ 14,743,638 $ 14,812,462 $ 14,868,662 $ 10,324,046 D-G Acquistion #6, LLC and D-G Quimisa, LLC 8,355,853 8,379,936 8,428,907 5,500,000 606 Fayetteville LLC and 401 E, Lakewood LLC 16,770,042 16,865,626 16,910,927 7,816,840 The Lux Washington, LLC 2,369,756 2,185,954 2,389,495 1,658,827 $ 42,239,289 $ 42,243,978 $ 42,597,991 $ 25,299,713 |
Schedule of Debt | The following tables present detailed information with respect to each borrowing under the Term Loan as of September 30, 2021 and December 31, 2020: September 30, 2021 Mortgage Assets Borrowings Under the Term Loan (1)(2) Principal Amount Carrying Value Fair 330 Tryon DE LLC $ 22,800,000 $ 22,908,606 $ 22,929,185 $ 13,680,000 1389 Peachtree St, LP; 1401 Peachtree St, LP; and 52,921,315 53,194,876 52,704,343 31,115,218 AGRE DCP Palm Springs, LLC 43,222,381 43,644,017 43,469,020 23,146,265 Patrick Henry Recovery Acquisition, LLC 18,000,000 18,040,664 18,049,598 10,800,000 University Park Berkeley, LLC 25,815,378 25,988,619 25,934,955 14,853,544 $ 162,759,074 $ 163,776,782 $ 163,087,101 $ 93,595,027 December 31, 2020 Mortgage Assets Borrowings Under the Term Loan (1)(2) Principal Amount Carrying Value Fair 330 Tryon DE LLC $ 22,800,000 $ 22,901,294 $ 22,869,879 $ 13,680,000 1389 Peachtree St, LP; 1401 Peachtree St, LP; and 50,808,453 51,068,554 50,982,247 29,897,848 AGRE DCP Palm Springs, LLC 45,294,097 45,506,051 45,519,030 24,894,939 MSC Fields Peachtree Retreat, LLC 23,308,334 23,437,198 23,428,860 13,985,001 Patrick Henry Recovery Acquisition, LLC 18,000,000 18,039,456 17,994,495 10,800,000 University Park Berkeley, LLC 23,990,786 24,131,808 24,162,710 14,326,663 $ 184,201,670 $ 185,084,361 $ 184,957,221 $ 107,584,451 _______________ (1) Borrowings under the Term Loan bear interest at LIBOR plus 4.25% with a LIBOR floor of 1.00%, or 5.25% as of both September 30, 2021 and December 31, 2020, using LIBOR of 0.08% and 0.14%, respectively. (2) The maturity of the Term Loan is March 14, 2025, however the maturity of each borrowing under the Term Loan matches the maturity of the respective Mortgage Asset. |
Mortgage note payable | The table below presents detailed information regarding the unsecured notes payable at September 30, 2021: September 30, 2021 Principal Balance Carrying Value (1) Fair Value Unsecured notes payable $ 85,125,000 $ 81,706,136 $ 85,193,100 _______________ (1) Amount is net of unamortized issue discount of $2.5 million and unamortized deferred financing costs of $0.9 million. September 30, 2021 December 31, 2020 Lender Current Maturity Principal Amount Carrying Value Carrying Value of Principal Amount Carrying Value Carrying Value of Centennial Bank LIBOR + 3.85% September 27, 2022 $ 32,164,575 $ 32,301,666 $ 47,089,987 $ 44,020,225 $ 44,117,293 $ 49,533,733 |
Schedule of Long-term Debt Instruments | Scheduled debt principal payments for each of the five calendar years following September 30, 2021 are as follows: Years Ending December 31, Total 2021 (October 1 through December 31) 201,883 2022 31,962,692 2023 25,299,713 2024 — 2025 93,595,027 Thereafter 85,125,000 236,184,315 Unamortized deferred financing costs (5,710,484) Total $ 230,473,831 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents earnings per share for the three and nine months ended September 30, 2021 and September 30, 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net (loss) income $ (727,758) $ 2,143,130 $ 643,567 $ 5,368,135 Series A preferred stock dividend declared (3,906) (3,906) (11,718) (11,718) Net (loss) income allocable to common stock (731,664) 2,139,224 $ 631,849 $ 5,356,417 Weighted-average shares outstanding - basic 19,487,460 19,487,461 19,487,460 18,586,627 (Loss) earnings per share - basic and diluted $ (0.04) $ 0.11 $ 0.03 $ 0.29 |
Business (Details)
Business (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Mar. 02, 2020 | |
Investment Company, Financial Highlights [Line Items] | |||
Loans held for investment | $ 480,462,652 | $ 422,280,515 | |
Cash | $ 25,500,000 | ||
Operations Commenced Date | Jan. 1, 2016 | ||
Common Stock, Shares, Issued | 19,487,460 | 19,487,460 | 4,574,470.35 |
Participating Mortgage Loans, Participation Liabilities, Amount | $ 49,800,000 | ||
Minimum | |||
Investment Company, Financial Highlights [Line Items] | |||
Loans held for investment | $ 10,000,000 | ||
Maximum | |||
Investment Company, Financial Highlights [Line Items] | |||
Loans held for investment | $ 50,000,000 | ||
Partnership interest | |||
Investment Company, Financial Highlights [Line Items] | |||
Equity Method Investment, Ownership Percentage | 87.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 51,975,601 | $ 18,607,952 | $ 65,729,695 | |
Restricted cash | 10,201,589 | 12,145,616 | 26,017,300 | |
Cash held in escrow by lender | 3,941,142 | 2,166,755 | 1,864,351 | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 66,118,332 | $ 32,920,323 | $ 93,611,346 | $ 50,549,700 |
Open Tax Year Start | 2018 | |||
Open tax year end | 2020 |
Merger and Issuance of Common_3
Merger and Issuance of Common Stock to Terra Offshore REIT - Narratives - Mergers (Details) - $ / shares | Mar. 01, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition | |||
Common Stock, Par Value | $ 0.01 | $ 0.01 | |
Terra Fund 7 | |||
Business Acquisition | |||
Common Stock, Par Value | $ 0.01 | ||
Terra PropertyTrust | |||
Business Acquisition | |||
Common Stock, Par Value | 0.01 | ||
Terra Property Trust 2 Inc | |||
Business Acquisition | |||
Common Stock, Par Value | 0.01 | ||
Terra Property Trust 2 Inc | Common Stock | |||
Business Acquisition | |||
Business Acquisition Share Conversion Rate | $ 1.2031 | ||
Terra Fund 7 | |||
Business Acquisition | |||
Business Combination Common Stock Shares | 2,116,785.76 |
Merger and Issuance of Common_4
Merger and Issuance of Common Stock to Terra Offshore REIT - Summary of the assets acquired and liabilities assumed (Details) - Terra Property Trust 2 Inc | Mar. 01, 2020USD ($) |
Business Acquisition | |
Equity issued in the Merger | $ 34,630,615 |
Total Consideration | 34,630,615 |
Net Assets of TPT2 Received in the Merger | |
Loans held for investment acquired through participation | 17,688,741 |
Cash and cash equivalents | 16,897,074 |
Interest receivable | 134,543 |
Other assets | 18,384 |
Accounts payable and accrued expenses | (57,433) |
Due to Manager | (50,694) |
Total identifiable net assets | $ 34,630,615 |
Merger and Issuance of Common_5
Merger and Issuance of Common Stock to Terra Offshore REIT - Narratives - Issuance of Common Stock to Terra Offshore Funds (Details) - Terra Offshore Funds REIT | Apr. 29, 2020$ / sharesshares | Mar. 02, 2020USD ($)numberOfAgreementsshares |
Business Acquisition | ||
Number of contribution agreements | numberOfAgreements | 2 | |
Settlement of participation interests in loans held | $ | $ 32,100,000 | |
Proceeds from issuance of common stock | $ | $ 8,600,000 | |
Stock issued in the transaction as consideration | shares | 2,457,684.59 | |
Stock Repurchased During Period, Shares | shares | 212,691 | |
Share Price | $ / shares | $ 17.02 |
Merger and Issuance of Common_6
Merger and Issuance of Common Stock to Terra Offshore REIT - Issuance of Common Stock to Terra Offshore Funds (Details) - Terra Offshore Funds REIT | Mar. 02, 2020USD ($) |
Business Acquisition | |
Equity issued in the Merger | $ 40,749,378 |
Total Consideration | 40,749,378 |
Settlement of obligations under participation agreements | 32,112,257 |
Cash and cash equivalents acquired in Merger | 8,600,000 |
Interest receivable | 270,947 |
Due to Manager | (233,826) |
Total identifiable net assets | $ 40,749,378 |
Merger and Issuance of Common_7
Merger and Issuance of Common Stock to Terra Offshore REIT - Narratives - Terra JV, LLC (Details) | 9 Months Ended | ||
Sep. 30, 2021 | Mar. 02, 2020 | Feb. 28, 2020 | |
Terra JV | |||
Business Acquisition | |||
Equity Method Investment, Ownership Percentage | 87.40% | ||
Terra Fund 5 | |||
Business Acquisition | |||
Equity Method Investment, Ownership Percentage | 98.60% | ||
Terra Fund 5 | Terra JV | |||
Business Acquisition | |||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 87.60% | ||
Threshold For Nomination Rights | 10.00% | ||
Terra Fund 7 | Terra JV | |||
Business Acquisition | |||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 12.40% |
Merger and Issuance of Common_8
Merger and Issuance of Common Stock to Terra Offshore REIT - Narratives - Net loss on Obligations Under Participation Agreement (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Net loss recognized | $ 0.3 |
Loans Held for Investment - Sum
Loans Held for Investment - Summary of the Companys loan portfolio (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)Loans | Dec. 31, 2020USD ($)Loans | |
Loans and Financing Receivable | ||
Number Of Loans | Loans | 19 | 20 |
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying Value | 480,462,652 | 422,280,515 |
Fair Value | $ 478,397,706 | $ 419,407,194 |
Weighted-average coupon rate | 8.50% | 8.51% |
Weighted-average remaining term (years) | 1 year 1 month 20 days | 1 year 5 months 23 days |
Fixed Rate | ||
Loans and Financing Receivable | ||
Number Of Loans | Loans | 5 | 6 |
Principal Balance | $ 92,808,312 | $ 56,335,792 |
Carrying Value | 93,656,356 | 56,464,310 |
Fair Value | $ 93,571,526 | $ 56,284,334 |
Weighted-average coupon rate | 12.94% | 12.17% |
Weighted-average remaining term (years) | 1 year 2 months 23 days | 1 year 9 months 10 days |
Floating rate | ||
Loans and Financing Receivable | ||
Number Of Loans | Loans | 14 | 14 |
Principal Balance | $ 389,281,253 | $ 367,838,966 |
Carrying Value | 386,806,296 | 365,816,205 |
Fair Value | $ 384,826,180 | $ 363,122,860 |
Weighted-average coupon rate | 7.44% | 7.95% |
Weighted-average remaining term (years) | 1 year 1 month 13 days | 1 year 5 months 8 days |
Loans Held for Investment - S_2
Loans Held for Investment - Summary of the Company's loan portfolio - subnote (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)Loans | Dec. 31, 2020USD ($)Loans | |
Loans and Financing Receivable | ||
Number Of Loans | Loans | 19 | 20 |
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Principal amount | 373,228,429 | 241,152,827 |
Floating rate | ||
Loans and Financing Receivable | ||
Principal Balance | 389,281,253 | $ 367,838,966 |
Revolving line of credit | ||
Loans and Financing Receivable | ||
Principal Balance | 42,239,289 | |
Principal amount | $ 25,299,713 | |
Revolving line of credit | LIBOR | ||
Loans and Financing Receivable | ||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |
Revolving line of credit | Floor rate | ||
Loans and Financing Receivable | ||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |
Term Loan | ||
Loans and Financing Receivable | ||
Fixed rate | 5.25% | 5.25% |
Principal Balance | $ 162,759,074 | $ 184,201,670 |
Principal amount | $ 93,595,027 | $ 107,584,451 |
Term Loan | LIBOR | ||
Loans and Financing Receivable | ||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | 4.25% |
Term Loan | Floor rate | LIBOR | ||
Loans and Financing Receivable | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% |
Term Loan | Floating rate | LIBOR | ||
Loans and Financing Receivable | ||
Debt Instrument, Basis Spread on Variable Rate | 0.08% | 0.14% |
Number Of Loans | Loans | 12 | 12 |
Term Loan | Floating rate | Floor rate | LIBOR | ||
Loans and Financing Receivable | ||
Loans basis spread on variable rate | 1.00% | |
Collateral | Revolving line of credit | Floating rate | Minimum | ||
Loans and Financing Receivable | ||
Fixed rate | 4.00% |
Loans Held for Investment - Len
Loans Held for Investment - Lending activities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loans and Financing Receivable | ||||
Beginning balance | $ 422,280,515 | |||
Paid-in-Kind Interest | (1,000,028) | $ (1,813,230) | ||
Realized loss on loan repayments | $ 517,989 | $ 0 | 517,989 | 0 |
Provision for loan losses | (716,164) | (42,443) | (1,565,245) | (1,356,737) |
Ending balance | 480,462,652 | 480,462,652 | ||
Real Estate Loan | ||||
Loans and Financing Receivable | ||||
Beginning balance | 422,280,515 | 378,612,768 | ||
New loans made | 163,504,926 | 85,758,523 | ||
Proceeds from Principal Repayments on Loans and Leases Held-for-investment | (105,909,237) | (28,690,175) | ||
Paid-in-Kind Interest | 1,955,109 | 2,893,620 | ||
Net amortization of premiums on loans | (46,043) | (46,043) | ||
Accrual, payment and accretion of investment-related fees and other, net | 894,180 | 808,949 | ||
Realized loss on loan repayments | (651,553) | |||
Provision for loan losses | (1,565,245) | (1,356,737) | ||
Ending balance | 480,462,652 | 437,980,905 | 480,462,652 | 437,980,905 |
Loans held for investment, net | Real Estate Loan | ||||
Loans and Financing Receivable | ||||
Beginning balance | 417,986,462 | 375,462,222 | ||
New loans made | 163,504,926 | 84,629,411 | ||
Proceeds from Principal Repayments on Loans and Leases Held-for-investment | (101,659,237) | (28,690,175) | ||
Paid-in-Kind Interest | 1,955,109 | 2,893,620 | ||
Net amortization of premiums on loans | (46,043) | (46,043) | ||
Accrual, payment and accretion of investment-related fees and other, net | 938,233 | 792,606 | ||
Realized loss on loan repayments | (651,553) | |||
Provision for loan losses | (1,565,245) | (1,356,737) | ||
Ending balance | 480,462,652 | 433,684,904 | 480,462,652 | 433,684,904 |
Loans Held For Investment Acquired Through Participation | Real Estate Loan | ||||
Loans and Financing Receivable | ||||
Beginning balance | 4,294,053 | 3,150,546 | ||
New loans made | 0 | 1,129,112 | ||
Proceeds from Principal Repayments on Loans and Leases Held-for-investment | (4,250,000) | 0 | ||
Paid-in-Kind Interest | 0 | 0 | ||
Net amortization of premiums on loans | 0 | 0 | ||
Accrual, payment and accretion of investment-related fees and other, net | (44,053) | 16,343 | ||
Realized loss on loan repayments | 0 | |||
Provision for loan losses | 0 | 0 | ||
Ending balance | $ 0 | $ 4,296,001 | $ 0 | $ 4,296,001 |
Loans Held for Investment - L_2
Loans Held for Investment - Lending activities - subnote (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 02, 2021 | Mar. 02, 2020 | |
Loans and Financing Receivable | |||||||
Paid-in-Kind Interest | $ (1,000,028) | $ (1,813,230) | |||||
Cash | $ 25,500,000 | ||||||
Realized loss on loan repayments | $ 517,989 | $ 0 | 517,989 | 0 | |||
Real Estate Loan | |||||||
Loans and Financing Receivable | |||||||
Paid-in-Kind Interest | 1,955,109 | 2,893,620 | |||||
Realized loss on loan repayments | (651,553) | ||||||
Loans held for investment, net | Real Estate Loan | |||||||
Loans and Financing Receivable | |||||||
Paid-in-Kind Interest | 1,955,109 | 2,893,620 | |||||
Realized loss on loan repayments | (651,553) | ||||||
Loans Held For Investment Acquired Through Participation | Real Estate Loan | |||||||
Loans and Financing Receivable | |||||||
Paid-in-Kind Interest | 0 | 0 | |||||
Realized loss on loan repayments | 0 | ||||||
Loans Held For Investment Acquired Through Participation | Real Estate Loan | Hotel - full/select service | |||||||
Loans and Financing Receivable | |||||||
Proceeds from sale of real properties held for investment | $ 13,800,000 | ||||||
Cash | 800,000 | ||||||
Realized loss on loan repayments | 400,000 | ||||||
Loans Held For Investment Acquired Through Participation | Real Estate Loan | Hotel - full/select service | TDR Transaction | |||||||
Loans and Financing Receivable | |||||||
Realized loss on loan repayments | 300,000 | ||||||
First Mortgage | Loans Held For Investment Acquired Through Participation | Real Estate Loan | Hotel - full/select service | |||||||
Loans and Financing Receivable | |||||||
Principal balance | $ 14,600,000 | ||||||
Obligations Under Participation Agreements | Loans held for investment, net | Real Estate Loan | |||||||
Loans and Financing Receivable | |||||||
Paid-in-Kind Interest | $ 1,000,000 | $ 1,100,000 | |||||
Obligations Under Participation Agreements | Loans Held For Investment Acquired Through Participation | Real Estate Loan | Hotel - full/select service | |||||||
Loans and Financing Receivable | |||||||
Principal balance | $ 6,400,000 | ||||||
Realized loss on loan repayments | $ 100,000 |
Loans Held for Investment - Loa
Loans Held for Investment - Loan Structure (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Loans and Financing Receivable | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying value | $ 480,462,652 | $ 422,280,515 |
% of Total | 100.00% | 100.00% |
Allowance for Loan and Lease Losses, Real Estate | $ (4,319,563) | $ (3,738,758) |
Percent Of Allowance Of Loan Losses | (0.90%) | (0.90%) |
First Mortgage | ||
Loans and Financing Receivable | ||
Principal Balance | $ 383,044,928 | $ 254,042,847 |
Carrying value | $ 385,439,932 | $ 255,093,989 |
% of Total | 80.20% | 60.50% |
Equity Securities, Investment Summary | ||
Loans and Financing Receivable | ||
Principal Balance | $ 89,044,637 | $ 141,590,632 |
Carrying value | $ 89,182,058 | $ 142,002,144 |
% of Total | 18.60% | 33.60% |
Mezzanine Loans | ||
Loans and Financing Receivable | ||
Principal Balance | $ 10,000,000 | $ 28,541,279 |
Carrying value | $ 10,160,225 | $ 28,923,140 |
% of Total | 2.10% | 6.80% |
Loans Held for Investment - Pro
Loans Held for Investment - Property Type (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Loans and Financing Receivable | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying value | $ 480,462,652 | $ 422,280,515 |
% of Total | 100.00% | 100.00% |
Allowance for Loan and Lease Losses, Real Estate | $ (4,319,563) | $ (3,738,758) |
Percent Of Allowance Of Loan Losses | (0.90%) | (0.90%) |
Office | ||
Loans and Financing Receivable | ||
Principal Balance | $ 212,435,064 | $ 182,698,225 |
Carrying value | $ 213,199,243 | $ 183,053,751 |
% of Total | 44.40% | 43.30% |
Infill Land | ||
Loans and Financing Receivable | ||
Principal Balance | $ 79,495,651 | $ 10,442,567 |
Carrying value | $ 79,895,793 | $ 10,537,512 |
% of Total | 16.60% | 2.50% |
Multifamily | ||
Loans and Financing Receivable | ||
Principal Balance | $ 78,724,866 | $ 150,873,173 |
Carrying value | $ 79,265,718 | $ 151,768,347 |
% of Total | 16.50% | 35.90% |
Hotel - full/select service | ||
Loans and Financing Receivable | ||
Principal Balance | $ 56,847,381 | $ 49,142,809 |
Carrying value | $ 57,365,987 | $ 49,393,251 |
% of Total | 11.90% | 11.70% |
Mixed use | ||
Loans and Financing Receivable | ||
Principal Balance | $ 16,586,603 | $ 16,767,984 |
Carrying value | $ 16,586,603 | $ 16,767,984 |
% of Total | 3.50% | 4.00% |
Student Housing | ||
Loans and Financing Receivable | ||
Principal Balance | $ 31,000,000 | $ 3,000,000 |
Carrying value | $ 31,468,871 | $ 3,204,375 |
% of Total | 6.50% | 0.80% |
Industrial | ||
Loans and Financing Receivable | ||
Principal Balance | $ 7,000,000 | $ 7,000,000 |
Carrying value | $ 7,000,000 | $ 7,000,000 |
% of Total | 1.50% | 1.70% |
Hotel - extended stay | ||
Loans and Financing Receivable | ||
Principal Balance | $ 0 | $ 4,250,000 |
Carrying value | $ 0 | $ 4,294,053 |
% of Total | 0.00% | 1.00% |
Loans Held for Investment - Geo
Loans Held for Investment - Geographic Locations (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Loans and Financing Receivable | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying value | $ 480,462,652 | $ 422,280,515 |
% of Total | 100.00% | 100.00% |
Allowance for Loan and Lease Losses, Real Estate | $ (4,319,563) | $ (3,738,758) |
Percent Of Allowance Of Loan Losses | (0.90%) | (0.90%) |
California | ||
Loans and Financing Receivable | ||
Principal Balance | $ 194,558,815 | $ 200,279,688 |
Carrying value | $ 195,789,977 | $ 200,990,328 |
% of Total | 40.70% | 47.60% |
New York | ||
Loans and Financing Receivable | ||
Principal Balance | $ 89,044,637 | $ 79,187,004 |
Carrying value | $ 89,182,058 | $ 79,310,276 |
% of Total | 18.50% | 18.80% |
Georgia | ||
Loans and Financing Receivable | ||
Principal Balance | $ 52,921,315 | $ 74,116,787 |
Carrying value | $ 53,194,876 | $ 74,505,752 |
% of Total | 11.00% | 17.60% |
Pennsylvania | ||
Loans and Financing Receivable | ||
Principal Balance | $ 52,000,000 | $ 0 |
Carrying value | $ 52,464,277 | $ 0 |
% of Total | 10.90% | 0.00% |
North Carolina | ||
Loans and Financing Receivable | ||
Principal Balance | $ 39,570,042 | $ 33,242,567 |
Carrying value | $ 39,774,232 | $ 33,438,806 |
% of Total | 8.30% | 7.90% |
Utah | ||
Loans and Financing Receivable | ||
Principal Balance | $ 28,000,000 | $ 0 |
Carrying value | $ 28,308,646 | $ 0 |
% of Total | 5.90% | 0.00% |
Texas | ||
Loans and Financing Receivable | ||
Principal Balance | $ 13,625,000 | $ 3,848,712 |
Carrying value | $ 13,721,970 | $ 3,887,200 |
% of Total | 2.90% | 0.90% |
Massachusetts | ||
Loans and Financing Receivable | ||
Principal Balance | $ 7,000,000 | $ 7,000,000 |
Carrying value | $ 7,000,000 | $ 7,000,000 |
% of Total | 1.50% | 1.70% |
South Carolina | ||
Loans and Financing Receivable | ||
Principal Balance | $ 3,000,000 | $ 3,000,000 |
Carrying value | $ 3,160,225 | $ 3,204,375 |
% of Total | 0.70% | 0.80% |
Washington | ||
Loans and Financing Receivable | ||
Principal Balance | $ 2,369,756 | $ 23,500,000 |
Carrying value | $ 2,185,954 | $ 23,682,536 |
% of Total | 0.50% | 5.60% |
Loans Held for Investment - L_3
Loans Held for Investment - Loan risk rating (Details) | Sep. 30, 2021USD ($)Loans | Dec. 31, 2020USD ($)Loans | Sep. 30, 2020Loans |
Loans and Financing Receivable | |||
Number Of Loans | Loans | 19 | 20 | |
Principal Balance | $ 482,089,565 | $ 424,174,758 | |
Carrying Value | $ 484,782,215 | $ 426,019,273 | |
% of Total | 100.00% | 100.00% | |
Allowance for Loan and Lease Losses, Real Estate | $ (4,319,563) | $ (3,738,758) | |
Total, net of allowance for loan losses | $ 480,462,652 | $ 422,280,515 | |
1 | |||
Loans and Financing Receivable | |||
Number Of Loans | Loans | 0 | 0 | |
Principal Balance | $ 0 | $ 0 | |
Carrying Value | $ 0 | $ 0 | |
% of Total | 0.00% | 0.00% | |
2 | |||
Loans and Financing Receivable | |||
Number Of Loans | Loans | 2 | 1 | |
Principal Balance | $ 25,000,000 | $ 7,000,000 | |
Carrying Value | $ 25,040,664 | $ 7,000,000 | |
% of Total | 5.20% | 1.60% | |
3 | |||
Loans and Financing Receivable | |||
Number Of Loans | Loans | 13 | 14 | |
Principal Balance | $ 354,419,928 | $ 323,696,475 | |
Carrying Value | $ 356,837,523 | $ 325,284,285 | |
% of Total | 73.50% | 76.40% | |
4 | |||
Loans and Financing Receivable | |||
Number Of Loans | Loans | 1 | 3 | 5 |
Principal Balance | $ 58,419,764 | $ 72,861,587 | |
Carrying Value | $ 58,429,227 | $ 73,079,804 | |
% of Total | 12.10% | 17.20% | |
5 | |||
Loans and Financing Receivable | |||
Number Of Loans | Loans | 0 | 1 | |
Principal Balance | $ 0 | $ 3,848,712 | |
Carrying Value | $ 0 | $ 3,887,200 | |
% of Total | 0.00% | 0.90% | |
Other | |||
Loans and Financing Receivable | |||
Number Of Loans | Loans | 3 | 1 | |
Principal Balance | $ 44,249,873 | $ 16,767,984 | |
Carrying Value | $ 44,474,801 | $ 16,767,984 | |
% of Total | 9.20% | 3.90% | |
Allowance for Loan and Lease Losses, Real Estate | $ (3,400,000) | $ (2,500,000) |
Loans Held for Investment - L_4
Loans Held for Investment - Loan risk rating - subnote (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Loans and Financing Receivable | ||
Allowance for Loan and Lease Losses, Real Estate | $ 4,319,563 | $ 3,738,758 |
Other | ||
Loans and Financing Receivable | ||
Allowance for Loan and Lease Losses, Real Estate | $ 3,400,000 | $ 2,500,000 |
Loans Held for Investment - All
Loans Held for Investment - Allowance for loan losses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | ||||
Allowance for loan losses, beginning of period | $ 3,738,758 | $ 0 | ||
Provision for loan losses | $ 716,164 | $ 42,443 | 1,565,245 | 1,356,737 |
Charge-offs | (984,440) | 0 | ||
Recoveries | 0 | 0 | ||
Allowance for loan losses, end of period | $ 4,319,563 | $ 1,356,737 | $ 4,319,563 | $ 1,356,737 |
Loans Held for Investment - Nar
Loans Held for Investment - Narratives - Allowance for loan losses (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)Loans | Sep. 30, 2020USD ($)Loans | Sep. 30, 2021USD ($)Loans | Sep. 30, 2020USD ($)Loans | Dec. 31, 2020Loans | |
Loans and Financing Receivable | |||||
Number Of Loans | Loans | 19 | 19 | 20 | ||
Financing Receivable, Credit Loss, Expense (Reversal) | $ (400,000) | ||||
Provision for loan losses | $ 716,164 | $ 42,443 | 1,565,245 | $ 1,356,737 | |
Financing Receivable, Troubled Debt Restructuring, Subsequent Default, Number of Contracts | Loans | 1 | ||||
Interest non-accrual | 1,100,000 | 0 | 2,400,000 | 0 | |
Specific Allowance | |||||
Loans and Financing Receivable | |||||
Provision for loan losses | $ 700,000 | $ 2,000,000 | |||
General Allowance | |||||
Loans and Financing Receivable | |||||
Provision for loan losses | $ 40,000 | $ 1,400,000 | |||
4 | |||||
Loans and Financing Receivable | |||||
Number Of Loans | Loans | 1 | 5 | 1 | 5 | 3 |
5 | |||||
Loans and Financing Receivable | |||||
Number Of Loans | Loans | 0 | 0 | 1 |
Loans Held for Investment - Tro
Loans Held for Investment - Troubled Debt Restructuring (Details) - Principal Forgiveness | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)Loans | Sep. 30, 2021USD ($)Loans | |
Troubled Debt Restructuring | ||
Number of loans modified | Loans | 1 | 1 |
Pre-modified recorded carrying value | $ 18,503,470 | $ 18,503,470 |
Post-modified recorded carrying value | $ 13,625,000 | $ 13,625,000 |
Loans Held for Investment - T_2
Loans Held for Investment - Troubled Debt Restructuring - subnote (Details) - USD ($) | Sep. 30, 2021 | Sep. 23, 2021 | Dec. 31, 2020 | May 30, 2020 |
Troubled Debt Restructuring | ||||
Principal Balance | $ 482,089,565 | $ 424,174,758 | ||
Carrying Value | 484,782,215 | 426,019,273 | ||
Principal Forgiveness | ||||
Troubled Debt Restructuring | ||||
Principal Balance | 13,600,000 | $ 13,600,000 | $ 3,500,000 | |
Carrying Value | 13,700,000 | $ 0 | ||
Loans and Leases Receivable, Allowance | $ 0 |
Loans Held for Investment - N_2
Loans Held for Investment - Narratives - TDR (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 30, 2020 | |
Troubled Debt Restructuring | |||||
Financing Receivable | $ 484,782,215 | $ 426,019,273 | |||
Principal Balance | 482,089,565 | 424,174,758 | |||
Charge-offs | $ 984,440 | $ 0 | |||
Loans and Leases Receivable, Impaired, Description | Once classified as a TDR, the new senior loan is classified as an impaired loan until it is extinguished and the carrying value is evaluated at each reporting date for collectability based on the fair value of the underlying collateral. Since the fair value of the collateral is greater than the carrying value of the new senior loan, no specific allowance was recorded as of September 30, 2021. | ||||
Principal Forgiveness | |||||
Troubled Debt Restructuring | |||||
Financing Receivable | $ 13,700,000 | $ 0 | |||
Principal Balance | $ 13,600,000 | 13,600,000 | $ 3,500,000 | ||
Financing Receivables, Impaired, Troubled Debt Restructuring, Write-down | 1,300,000 | ||||
Charge-offs | 1,000,000 | ||||
Loans and Leases Receivable, Impaired, Interest Lost on Nonaccrual Loans | 400,000 | ||||
Loans and Leases Receivable, Impaired, Troubled Debt, Interest Income | $ 200,000 | ||||
Financing Receivable, Troubled Debt Restructuring, Commitment to Lend | $ 14,700,000 |
Equity Investment in a Limite_3
Equity Investment in a Limited Partnership - Summarized financial information of the Companys equity investment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments | |||||
Other assets | $ 3,334,108 | $ 3,334,108 | $ 3,934,468 | ||
Total assets | 714,254,160 | 714,254,160 | 588,477,181 | ||
Obligations under participation agreement (proceeds of $6,808,000 and $6,295,100, respectively) | 106,190,225 | 106,190,225 | 71,581,897 | ||
Other liabilities | 1,231,289 | 1,231,289 | 429,123 | ||
Total liabilities | 422,513,787 | 422,513,787 | 285,152,116 | ||
Mavik RESOF | |||||
Schedule of Equity Method Investments | |||||
Investments at fair value (cost of $74,285,158 and $44,174,031, respectively) | 74,891,687 | 74,891,687 | 44,715,979 | ||
Other assets | 12,074,260 | 12,074,260 | 5,331,840 | ||
Total assets | 86,965,947 | 86,965,947 | 50,047,819 | ||
Obligations under participation agreement (proceeds of $6,808,000 and $6,295,100, respectively) | 6,878,371 | 6,878,371 | 6,347,478 | ||
Other liabilities | 10,755,766 | 10,755,766 | 4,204,147 | ||
Total liabilities | 17,634,137 | 17,634,137 | 10,551,625 | ||
Partners' Capital | 69,331,810 | 69,331,810 | $ 39,496,194 | ||
Total investment income | 3,116,999 | $ 0 | 7,857,322 | $ 0 | |
Total expenses | 490,011 | 0 | 1,505,586 | 0 | |
Net investment income | 2,626,988 | 0 | 6,351,736 | 0 | |
Unrealized appreciation on investments | (80,655) | 0 | 102,328 | 0 | |
Net increase in partners' capital resulting from operations | $ 2,546,333 | $ 0 | $ 6,454,064 | $ 0 |
Equity Investment in a Limite_4
Equity Investment in a Limited Partnership - Summarized financial information of the Companys equity investment - subnote (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments | |||
Carrying Value | $ 480,462,652 | $ 422,280,515 | |
Proceeds from obligations under participation agreements | 57,103,598 | $ 19,784,155 | |
Mavik RESOF | |||
Schedule of Equity Method Investments | |||
Carrying Value | 74,285,158 | 44,174,031 | |
Proceeds from obligations under participation agreements | $ 6,808,000 | $ 6,295,100 |
Equity Investment in a Limite_5
Equity Investment in a Limited Partnership - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 03, 2020 | |
Schedule of Equity Method Investments | ||||||
Unfunded Commitment Outstanding | $ 80,700,000 | $ 80,700,000 | $ 67,900,000 | |||
Equity investment in a limited partnership, net | 49,909,985 | 49,909,985 | 36,259,959 | |||
Income from equity investment in a limited partnership | 1,824,825 | $ 0 | 4,563,491 | $ 0 | ||
Distributions from equity investment in a limited partnership | 4,563,491 | 0 | ||||
Mavik RESOF | ||||||
Schedule of Equity Method Investments | ||||||
Unfunded invesetment commitment | $ 50,000,000 | |||||
Unfunded Commitment Outstanding | 14,100,000 | |||||
Equity investment in a limited partnership, net | 49,900,000 | 49,900,000 | $ 36,300,000 | |||
Income from equity investment in a limited partnership | 1,800,000 | 0 | 4,600,000 | 0 | ||
Distributions from equity investment in a limited partnership | $ 5,000,000 | $ 0 | 5,000,000 | $ 0 | ||
Payments for Origination of Mortgage Loans Held-for-sale | $ 500,000 | |||||
Equity Method Investment, Ownership Percentage | 71.10% | 71.10% | 90.30% |
Real Estate Owned, Net - Lease
Real Estate Owned, Net - Lease Activities (Details) - USD ($) | Sep. 04, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 02, 2020 |
Real Estate | |||||
Cash | $ 25,500,000 | ||||
Total assets | $ 714,254,160 | $ 588,477,181 | |||
Below Market Lease, Net | 9,885,182 | $ 10,249,776 | |||
Gain (Loss) on Termination of Lease | $ 0 | $ 236,000 | |||
Lessee, Operating Lease, Term of Contract | 10 years | ||||
Lessee, Operating Lease, Option to Extend | option to extend the lease for 5 years | ||||
Gross sales of tenant business | 6.00% | ||||
Annual rental payment increase percent | 3.00% | ||||
Contract Termination | |||||
Real Estate | |||||
Cash | $ 200,000 | ||||
Furniture and Fixtures | 200,000 | ||||
Total assets | 400,000 | ||||
In-place lease intangible assets | $ 900,000 | ||||
Property, Plant and Equipment, Remaining Useful Life | 2 years 6 months | ||||
Below Market Lease, Net | $ 600,000 | ||||
Rent receivable | 100,000 | ||||
Gain (Loss) on Termination of Lease | $ 0 |
Real Estate Owned, Net - Real E
Real Estate Owned, Net - Real Estate Owned Net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Real Estate | ||
Real Estate Investment Property, Net | $ 62,136,708 | $ 63,385,339 |
Finite-Lived Intangible Assets, Net | (1,651,291) | |
Below Market Lease, Net | 9,885,182 | 10,249,776 |
Real Estate Investment | ||
Real Estate | ||
Real Estate Investment Property, at Cost | 70,699,927 | 70,953,229 |
Real Estate Investment Property, Accumulated Depreciation | (10,214,510) | (8,024,066) |
Real Estate Investment Property, Net | 60,485,417 | 62,929,163 |
Finite-Lived Intangible Assets, Gross | 15,139,080 | 16,008,774 |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,905,189) | (6,215,174) |
Finite-Lived Intangible Assets, Net | 8,233,891 | 9,793,600 |
Finite Lived Intangible Liabilities Gross | (11,651,192) | (12,267,584) |
Finite Lived Intangible Liabilities Accumulated Amortization | 1,766,010 | 2,017,808 |
Finite Lived Intangible Liability Net | (9,885,182) | (10,249,776) |
Real Estate Investment | Real Estate | ||
Real Estate | ||
Real Estate Investment Property, at Cost | 67,212,039 | 67,212,039 |
Real Estate Investment Property, Accumulated Depreciation | (5,075,331) | (3,826,700) |
Real Estate Investment Property, Net | 62,136,708 | 63,385,339 |
Real Estate Investment | Land | ||
Real Estate | ||
Real Estate Investment Property, at Cost | 13,395,430 | 13,395,430 |
Real Estate Investment Property, Accumulated Depreciation | 0 | 0 |
Real Estate Investment Property, Net | 13,395,430 | 13,395,430 |
Real Estate Investment | Building and Building Improvements | ||
Real Estate | ||
Real Estate Investment Property, at Cost | 51,725,969 | 51,725,969 |
Real Estate Investment Property, Accumulated Depreciation | (4,095,015) | (3,125,143) |
Real Estate Investment Property, Net | 47,630,954 | 48,600,826 |
Real Estate Investment | Tenant Improvement | ||
Real Estate | ||
Real Estate Investment Property, at Cost | 1,854,640 | 1,854,640 |
Real Estate Investment Property, Accumulated Depreciation | (885,916) | (670,090) |
Real Estate Investment Property, Net | 968,724 | 1,184,550 |
Real Estate Investment | Furniture and fixtures | ||
Real Estate | ||
Real Estate Investment Property, at Cost | 236,000 | 236,000 |
Real Estate Investment Property, Accumulated Depreciation | (94,400) | (31,467) |
Real Estate Investment Property, Net | 141,600 | 204,533 |
Real Estate Investment | In-place lease | ||
Real Estate | ||
Finite-Lived Intangible Assets, Gross | 14,982,538 | 15,852,232 |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,849,595) | (6,172,747) |
Finite-Lived Intangible Assets, Net | 8,132,943 | 9,679,485 |
Real Estate Investment | Above Market Leases | ||
Real Estate | ||
Finite-Lived Intangible Assets, Gross | 156,542 | 156,542 |
Finite-Lived Intangible Assets, Accumulated Amortization | (55,594) | (42,427) |
Finite-Lived Intangible Assets, Net | 100,948 | 114,115 |
Real Estate Investment | Below Market Rent | ||
Real Estate | ||
Finite Lived Intangible Liabilities Gross | (2,754,922) | (3,371,314) |
Finite Lived Intangible Liabilities Accumulated Amortization | 1,353,240 | 1,702,800 |
Finite Lived Intangible Liability Net | (1,401,682) | (1,668,514) |
Real Estate Investment | Above Market Ground Lease | ||
Real Estate | ||
Finite Lived Intangible Liabilities Gross | (8,896,270) | (8,896,270) |
Finite Lived Intangible Liabilities Accumulated Amortization | 412,770 | 315,008 |
Finite Lived Intangible Liability Net | $ (8,483,500) | $ (8,581,262) |
Real Estate Owned, Net - Compon
Real Estate Owned, Net - Components of real estate operating revenues and expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Real Estate | ||||
Real estate operating income | $ 2,191,178 | $ 2,990,919 | $ 6,468,519 | $ 7,555,065 |
Total | 12,646,118 | 13,062,418 | 34,191,667 | 37,204,618 |
Real estate operating expenses | ||||
Asset management fee | 1,420,119 | 1,151,166 | 3,733,358 | 3,321,125 |
Real Estate Operating Expenses | 1,264,501 | 841,708 | 3,751,921 | 2,657,433 |
Real Estate Investment | ||||
Real Estate | ||||
Lease revenue | 1,805,647 | 2,515,678 | 5,417,341 | 6,359,883 |
Other operating income | 385,531 | 475,241 | 1,051,178 | 1,195,182 |
Real estate operating income | 2,191,178 | 2,990,919 | 6,468,519 | 7,555,065 |
Real estate operating expenses | ||||
Utilities | 82,672 | 58,468 | 153,140 | 131,498 |
Real estate taxes | 356,350 | 234,375 | 1,046,823 | 700,125 |
Repairs and maintenances | 184,173 | 119,512 | 453,391 | 516,073 |
Asset management fee | 55,609 | 50,392 | 205,915 | 165,169 |
Lease expense, including amortization of above-market ground lease (1) | 487,163 | 283,538 | 1,597,239 | 850,614 |
Other operating expenses | 98,534 | 95,423 | 295,413 | 293,954 |
Real Estate Operating Expenses | $ 1,264,501 | $ 841,708 | $ 3,751,921 | $ 2,657,433 |
Real Estate Owned, Net - Maturi
Real Estate Owned, Net - Maturities of operating lease liabilities - subnote (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 02, 2021 | Jun. 01, 2021 | |
Real Estate | ||||||
Annual base rent | $ 2,100,000 | $ 1,300,000 | ||||
Amortization of above and below Market Leases | $ (253,665) | $ (942,574) | ||||
Real Estate Operating Expenses | $ 1,264,501 | $ 841,708 | 3,751,921 | $ 2,657,433 | ||
Retroactive | ||||||
Real Estate | ||||||
Lease expense, including amortization of above-market ground lease (1) | 1,300,000 | |||||
Real Estate Operating Expenses | $ 3,400,000 |
Real Estate Owned, Net - Narrat
Real Estate Owned, Net - Narratives - Leases (Details) | 9 Months Ended | |
Sep. 30, 2021a | Jul. 30, 2018lease | |
Real Estate | ||
Number Of Lease Remaining | lease | 4 | |
Real Estate Investment | ||
Real Estate | ||
Area of Land | a | 4.9 | |
Ground Lease | ||
Real Estate | ||
Weighted average remaining lease term — operating lease (years) | 68 years 3 months 18 days | |
Base Rent Renewal Term | 5 years | |
Percent of Fair Market Value of Land | 9.00% | |
Multi Tenant Office Building | Minimum | ||
Real Estate | ||
Weighted average remaining lease term — operating lease (years) | 6 years 3 months 18 days | |
Multi Tenant Office Building | Maximum | ||
Real Estate | ||
Weighted average remaining lease term — operating lease (years) | 8 years 9 months 18 days |
Real Estate Owned, Net - Future
Real Estate Owned, Net - Future Minimum Rent Income (Details) | Sep. 30, 2021USD ($) |
Real Estate [Abstract] | |
2021 (April 1 through December 31) | $ 2,341,470 |
2022 | 7,504,551 |
2023 | 7,746,538 |
2024 | 7,995,237 |
2025 | 4,517,455 |
Thereafter | 3,864,450 |
Total | $ 33,969,701 |
Real Estate Owned, Net - Annual
Real Estate Owned, Net - Annual Net Amortization of Intangibles (Details) | Sep. 30, 2021USD ($) |
Real Estate | |
2021 (October 1 through December 31) | $ 398,373 |
2022 | 1,593,492 |
2023 | 1,593,492 |
2024 | 1,593,492 |
2025 | 1,119,292 |
Thereafter | (7,949,432) |
Total | (1,651,291) |
Net Decrease in Real Estate Operating Revenue | |
Real Estate | |
2021 (October 1 through December 31) | (84,555) |
2022 | (338,220) |
2023 | (338,220) |
2024 | (338,220) |
2025 | (181,608) |
Thereafter | (19,911) |
Total | (1,300,734) |
In-place lease | |
Real Estate | |
2021 (October 1 through December 31) | 515,515 |
2022 | 2,062,060 |
2023 | 2,062,060 |
2024 | 2,062,060 |
2025 | 1,431,248 |
Thereafter | 0 |
Total | 8,132,943 |
Decrease in rent expense | |
Real Estate | |
2021 (October 1 through December 31) | (32,587) |
2022 | (130,348) |
2023 | (130,348) |
2024 | (130,348) |
2025 | (130,348) |
Thereafter | (7,929,521) |
Total | $ (8,483,500) |
Real Estate Owned, Net - Supple
Real Estate Owned, Net - Supplemental ground lease balance sheet information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Real Estate | ||
Operating lease right-of-use assets | $ 27,398,786 | $ 16,105,888 |
Operating lease liabilities | 27,398,786 | 16,105,888 |
Ground Lease | ||
Real Estate | ||
Operating lease right-of-use assets | 27,398,786 | 16,105,888 |
Operating lease liabilities | $ 27,398,786 | $ 16,105,888 |
Weighted average remaining lease term — operating lease (years) | 65 years 1 month 6 days | 65 years 9 months 18 days |
Weighted average discount rate — operating lease | 7.60% | 7.90% |
Real Estate Owned, Net - Comp_2
Real Estate Owned, Net - Component of lease expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Ground Lease | ||||
Real Estate | ||||
Operating lease cost (1) | $ 519,750 | $ 316,125 | $ 1,695,000 | $ 948,375 |
Real Estate Owned, Net - Cash i
Real Estate Owned, Net - Cash information related to the ground lease (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Real Estate [Abstract] | ||
Operating cash flows from operating leases | $ 1,695,000 | $ 948,375 |
Right-of-use assets obtained in exchange for lease obligations, Operating leases | $ 1,695,000 | $ 948,375 |
Real Estate Owned, Net - Matu_2
Real Estate Owned, Net - Maturities of operating lease liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
2021 (October 1 through December 31) | $ 519,750 | |
2022 | 2,079,000 | |
2023 | 2,079,000 | |
2024 | 2,079,000 | |
2025 | 2,079,000 | |
Thereafter | 126,385,875 | |
Total lease payment | 135,221,625 | |
Less: Imputed interest | (107,822,839) | |
Operating lease liabilities | $ 27,398,786 | $ 16,105,888 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value measurements of marketable securities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | $ 4,437,855 | $ 1,287,500 | $ 1,205,001 | $ 0 |
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | 4,437,855 | 1,287,500 | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | 0 | 0 | ||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | 0 | 0 | ||
Equity securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | 4,437,855 | 1,287,500 | ||
Equity securities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | 4,437,855 | 1,287,500 | ||
Equity securities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | 0 | 0 | ||
Equity securities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Marketable securities | $ 0 | $ 0 |
Fair Value Measurements - Activ
Fair Value Measurements - Activities of the marketable securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair value measurement [Abstract] | ||||
Beginning balance | $ 1,287,500 | $ 0 | ||
Purchases | 6,479,147 | 6,039,567 | ||
Proceeds from sale | (3,328,157) | (6,023,723) | ||
Reclassification of net realized gains on marketable securities into earnings | $ 22,428 | $ 75,055 | 22,428 | 1,160,162 |
Unrealized (losses) gains on marketable securities | (257,329) | (38,527) | (23,063) | 28,995 |
Ending balance | $ 4,437,855 | $ 1,205,001 | $ 4,437,855 | $ 1,205,001 |
Fair value measurement - Not ca
Fair value measurement - Not carried at Fair Value (Details) - USD ($) | Sep. 30, 2021 | Jun. 25, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Loans: | ||||
Principal Balance | $ 482,089,565 | $ 424,174,758 | ||
Carrying Value | 480,462,652 | 422,280,515 | ||
Fair Value | 478,397,706 | 419,407,194 | ||
Liabilities: | ||||
Principal Balance | 373,228,429 | 241,152,827 | ||
Other Long-term Debt | 368,189,495 | 239,132,654 | ||
Fair Value | 373,532,517 | 239,327,483 | ||
Unsecured note payable | ||||
Loans: | ||||
Principal Balance | 85,125,000 | |||
Fair Value | 85,193,100 | |||
Liabilities: | ||||
Principal Balance | $ 6,600,000 | $ 78,500,000 | ||
Revolving line of credit | ||||
Loans: | ||||
Principal Balance | 42,239,289 | |||
Fair Value | 42,597,991 | |||
Liabilities: | ||||
Principal Balance | 25,299,713 | |||
Level 3 | ||||
Loans: | ||||
Fair Value | 478,397,706 | 419,407,194 | ||
Allowance for loan losses | (4,319,563) | (3,738,758) | ||
Liabilities: | ||||
Fair Value | 288,339,417 | 239,327,483 | ||
Level 3 | Loans held for investment, net | ||||
Loans: | ||||
Principal Balance | 482,089,565 | 419,924,758 | ||
Carrying Value | 484,782,215 | 421,725,220 | ||
Fair Value | 478,397,706 | 415,113,225 | ||
Level 3 | Loans Held For Investment Acquired Through Participation | ||||
Loans: | ||||
Principal Balance | 0 | 4,250,000 | ||
Carrying Value | 0 | 4,294,053 | ||
Fair Value | 0 | 4,293,969 | ||
Level 3 | Term loans payable | ||||
Liabilities: | ||||
Principal Balance | 93,595,027 | 107,584,451 | ||
Other Long-term Debt | 91,633,624 | 105,245,801 | ||
Fair Value | 94,197,966 | 107,248,555 | ||
Level 3 | Obligations Under Participation Agreements | ||||
Liabilities: | ||||
Principal Balance | 105,566,232 | 71,266,303 | ||
Other Long-term Debt | 106,190,225 | 71,581,897 | ||
Fair Value | 105,281,167 | 70,693,207 | ||
Level 3 | Mortgage loan payable | ||||
Liabilities: | ||||
Principal Balance | 32,164,575 | 44,020,225 | ||
Other Long-term Debt | 32,301,666 | 44,117,293 | ||
Fair Value | 32,391,423 | 44,348,689 | ||
Level 3 | Secured borrowing | ||||
Liabilities: | ||||
Principal Balance | 31,477,882 | 18,281,848 | ||
Other Long-term Debt | 31,525,439 | 18,187,663 | ||
Fair Value | 31,169,148 | 17,037,032 | ||
Level 3 | Revolving line of credit | ||||
Liabilities: | ||||
Principal Balance | 25,299,713 | 0 | ||
Other Long-term Debt | 24,832,405 | 0 | ||
Fair Value | 25,299,713 | 0 | ||
Level 1 | Unsecured note payable | ||||
Liabilities: | ||||
Principal Balance | 85,125,000 | 0 | ||
Other Long-term Debt | 81,706,136 | 0 | ||
Fair Value | $ 85,193,100 | $ 0 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation techniques (Details) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques | ||
Fair Value | $ 478,397,706 | $ 419,407,194 |
Long-term Debt, Fair Value | 373,532,517 | 239,327,483 |
Revolving line of credit | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Fair Value | 42,597,991 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Fair Value | 478,397,706 | 419,407,194 |
Long-term Debt, Fair Value | 288,339,417 | 239,327,483 |
Level 3 | Revolving line of credit | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Long-term Debt, Fair Value | 25,299,713 | 0 |
Level 3 | Loans held for investment, net | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Fair Value | 478,397,706 | 415,113,225 |
Level 3 | Loans Held For Investment Acquired Through Participation | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Fair Value | 0 | 4,293,969 |
Level 3 | Term loans payable | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Long-term Debt, Fair Value | 94,197,966 | 107,248,555 |
Level 3 | Obligations Under Participation Agreements | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Long-term Debt, Fair Value | 105,281,167 | 70,693,207 |
Level 3 | Mortgage loan payable | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Long-term Debt, Fair Value | 32,391,423 | 44,348,689 |
Level 3 | Secured borrowing | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Long-term Debt, Fair Value | $ 31,169,148 | $ 17,037,032 |
Level 3 | Discounted Cash Flow | Discount Rate | Revolving line of credit | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0400 | |
Level 3 | Discounted Cash Flow | Discount Rate | Revolving line of credit | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0400 | |
Level 3 | Discounted Cash Flow | Discount Rate | Revolving line of credit | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0400 | |
Level 3 | Discounted Cash Flow | Discount Rate | Loans held for investment, net | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0428 | 0.0529 |
Level 3 | Discounted Cash Flow | Discount Rate | Loans held for investment, net | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.1500 | 0.2005 |
Level 3 | Discounted Cash Flow | Discount Rate | Loans held for investment, net | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0919 | 0.1038 |
Level 3 | Discounted Cash Flow | Discount Rate | Loans Held For Investment Acquired Through Participation | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0 | 0.1289 |
Level 3 | Discounted Cash Flow | Discount Rate | Loans Held For Investment Acquired Through Participation | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0 | 0.1289 |
Level 3 | Discounted Cash Flow | Discount Rate | Loans Held For Investment Acquired Through Participation | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0 | 0.1289 |
Level 3 | Discounted Cash Flow | Discount Rate | Term loans payable | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0400 | 0.0525 |
Level 3 | Discounted Cash Flow | Discount Rate | Term loans payable | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0400 | 0.0525 |
Level 3 | Discounted Cash Flow | Discount Rate | Term loans payable | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0400 | 0.0525 |
Level 3 | Discounted Cash Flow | Discount Rate | Obligations Under Participation Agreements | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0713 | 0.0975 |
Level 3 | Discounted Cash Flow | Discount Rate | Obligations Under Participation Agreements | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.1500 | 0.2005 |
Level 3 | Discounted Cash Flow | Discount Rate | Obligations Under Participation Agreements | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.1165 | 0.1258 |
Level 3 | Discounted Cash Flow | Discount Rate | Mortgage loan payable | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0608 | 0.0608 |
Level 3 | Discounted Cash Flow | Discount Rate | Mortgage loan payable | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0608 | 0.0608 |
Level 3 | Discounted Cash Flow | Discount Rate | Mortgage loan payable | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0608 | 0.0608 |
Level 3 | Discounted Cash Flow | Discount Rate | Secured borrowing | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0712 | 0.1125 |
Level 3 | Discounted Cash Flow | Discount Rate | Secured borrowing | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0712 | 0.1125 |
Level 3 | Discounted Cash Flow | Discount Rate | Secured borrowing | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Measurement Input | 0.0712 | 0.1125 |
Related Party Transactions - Su
Related Party Transactions - Summary of fees paid and costs reimbursed to the Manager (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction | ||||
Origination And Extension Fee Expense | $ 975,598 | $ 285,205 | $ 1,573,612 | $ 973,423 |
Asset management fee | 1,420,119 | 1,151,166 | 3,733,358 | 3,321,125 |
Asset servicing fee | 311,127 | 258,860 | 861,324 | 746,384 |
Operating expenses reimbursed to Manager | 1,528,223 | 1,719,767 | 4,878,050 | 4,781,831 |
Disposition Fee | 342,508 | 95,889 | 657,196 | 391,833 |
Total expenses | $ 4,577,575 | $ 3,510,887 | $ 11,703,540 | $ 10,214,596 |
Related Party Transactions - Pa
Related Party Transactions - Participation Interests Purchased (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying Value | $ 480,462,652 | $ 422,280,515 |
LD Milpitas Mezz, LP | ||
Related Party Transaction | ||
Participating Interests | 25.00% | |
Principal Balance | $ 4,250,000 | |
Carrying Value | $ 4,294,053 |
Related Party Transactions - _2
Related Party Transactions - Participation Interests Purchased - Subnote (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 27, 2018 |
Related Party Transaction | |||
Principal Balance | $ 482,089,565 | $ 424,174,758 | |
Terra Income Fund Six Inc | |||
Related Party Transaction | |||
Participating Interests | 25.00% | ||
Principal Balance | $ 4,300,000 | ||
Terra Income Fund Six Inc | Mezzanine Loans | |||
Related Party Transaction | |||
Principal Balance | $ 17,000,000 |
Related Party Transactions - Tr
Related Party Transactions - Transfers of Participation Interest (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying Value | 480,462,652 | 422,280,515 |
Principal Balance | 373,228,429 | 241,152,827 |
Carrying Value | 91,633,624 | 105,245,801 |
Secured borrowing | ||
Related Party Transaction | ||
Principal Balance | 45,550,347 | 26,454,910 |
Carrying Value | 45,813,408 | 26,407,494 |
Principal Balance | 31,477,882 | 18,281,848 |
Carrying Value | 31,525,439 | 18,187,663 |
Secured borrowing | Windy Hill PV Five CM, LLC | ||
Related Party Transaction | ||
Principal Balance | 45,550,347 | 26,454,910 |
Carrying Value | $ 45,813,408 | $ 26,407,494 |
% Transferred | 69.11% | 69.11% |
Principal Balance | $ 31,477,882 | $ 18,281,848 |
Carrying Value | 31,525,439 | 18,187,663 |
Participating Mortgage Loan | ||
Related Party Transaction | ||
Principal Balance | 163,329,252 | 167,891,127 |
Carrying Value | 164,170,603 | 168,649,216 |
Principal Balance | 105,566,232 | 71,266,303 |
Carrying Value | 106,190,225 | 71,581,897 |
Participating Mortgage Loan | 14th & Alice Street Owner, LLC | ||
Related Party Transaction | ||
Principal Balance | 38,871,218 | 32,625,912 |
Carrying Value | $ 39,110,871 | $ 32,877,544 |
% Transferred | 80.00% | 80.00% |
Principal Balance | $ 31,096,974 | $ 26,100,729 |
Carrying Value | 31,237,324 | 26,211,548 |
Participating Mortgage Loan | 370 Lex Part Deux, LLC | ||
Related Party Transaction | ||
Principal Balance | 58,419,764 | 53,874,507 |
Carrying Value | $ 58,429,227 | $ 53,912,363 |
% Transferred | 35.00% | 35.00% |
Principal Balance | $ 20,446,917 | $ 18,856,078 |
Carrying Value | 20,446,917 | 18,856,077 |
Participating Mortgage Loan | BW Property Owner LLC and BW 2 Property Owner LLC | ||
Related Party Transaction | ||
Principal Balance | 52,000,000 | |
Carrying Value | $ 52,464,277 | |
% Transferred | 90.38% | |
Principal Balance | $ 47,000,000 | |
Carrying Value | 47,419,635 | |
Participating Mortgage Loan | City Gardens 333 LLC | ||
Related Party Transaction | ||
Principal Balance | 28,303,628 | |
Carrying Value | $ 28,307,408 | |
% Transferred | 14.00% | |
Principal Balance | $ 3,962,509 | |
Carrying Value | 3,963,010 | |
Participating Mortgage Loan | Orange Grove Property Investors, LLC | ||
Related Party Transaction | ||
Principal Balance | 10,600,000 | |
Carrying Value | $ 10,701,924 | |
% Transferred | 80.00% | |
Principal Balance | $ 8,480,000 | |
Carrying Value | 8,561,523 | |
Participating Mortgage Loan | RS JZ Driggs, LLC | ||
Related Party Transaction | ||
Principal Balance | 14,038,270 | 8,544,513 |
Carrying Value | $ 14,166,228 | $ 8,629,929 |
% Transferred | 50.00% | 50.00% |
Principal Balance | $ 7,022,341 | $ 4,272,257 |
Carrying Value | $ 7,086,349 | 4,314,965 |
Participating Mortgage Loan | Stonewall Station Mezz LLC | ||
Related Party Transaction | ||
Principal Balance | 10,442,567 | |
Carrying Value | $ 10,537,512 | |
% Transferred | 44.00% | |
Principal Balance | $ 4,594,730 | |
Carrying Value | 4,635,937 | |
Participating Mortgage Loan | The Bristol at Southport, LLC | ||
Related Party Transaction | ||
Principal Balance | 23,500,000 | |
Carrying Value | $ 23,682,536 | |
% Transferred | 21.28% | |
Principal Balance | $ 5,000,000 | |
Carrying Value | $ 5,038,837 |
Related Party Transactions - Na
Related Party Transactions - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction | |||||||||
Termination fee | $ 0 | $ 0 | $ 0 | ||||||
Distribution Paid | |||||||||
Dividends, Common Stock | 3,893,594 | $ 4,429,352 | $ 3,893,595 | $ 4,033,127 | $ 4,459,975 | $ 8,832,071 | 12,200,000 | $ 17,300,000 | |
Investment Company, Return of Capital Distribution | 3,900,000 | $ 1,900,000 | 10,700,000 | $ 12,000,000 | |||||
Due to Manager (Note 8) | $ 1,912,557 | $ 1,912,557 | $ 1,257,098 | ||||||
Limited Partner | |||||||||
Related Party Transaction | |||||||||
Asset Servicing Fee Annual Rate | 0.25% | 0.25% | |||||||
Percent of Origination Fees Payable | 1.00% | 1.00% | |||||||
Percent of principal amount of loan extended | 1.00% | 1.00% | |||||||
Loans Disposition Fee Due to Manager Percent | 1.00% | 1.00% | |||||||
Disposition and Extension Fee Payment Term | 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. | ||||||||
Property Management Fee, Percent Fee | 1.00% |
Related Party Transactions - Me
Related Party Transactions - Merger and Asset Contribution (Details) - shares | Mar. 02, 2020 | Mar. 01, 2020 | Sep. 30, 2021 |
Terra Offshore Funds REIT | |||
Related Party Transaction | |||
Business Combination Common Stock Shares | 2,457,684.59 | ||
Terra Fund 7 | |||
Related Party Transaction | |||
Business Combination Common Stock Shares | 2,116,785.76 | ||
Terra JV | |||
Related Party Transaction | |||
Equity Method Investment, Ownership Percentage | 87.40% | ||
Terra JV | Terra Fund 5 | |||
Related Party Transaction | |||
Equity Method Investment, Ownership Percentage | 87.60% | ||
Terra JV | Terra Fund 7 | |||
Related Party Transaction | |||
Equity Method Investment, Ownership Percentage | 12.40% |
Related Party Transactions - _3
Related Party Transactions - Narratives - Mavik Real Estate Special Opportunities Fund, LP (Details) $ in Millions | Aug. 03, 2020USD ($) |
Mavik Real Estate Special Opportunities Fund, LP | |
Related Party Transaction | |
Unfunded invesetment commitment | $ 50 |
Related Party Transactions - _4
Related Party Transactions - Narratives - Terra International 3 (Details) - Terra Offshore Funds REIT - USD ($) $ / shares in Units, $ in Millions | Apr. 29, 2020 | Sep. 30, 2019 |
Related Party Transaction | ||
Proceeds from Issuance of Common Stock | $ 3.6 | |
Shares Issued | 212,691 | |
Sale of stock price per share | $ 17.02 | |
Share Price | $ 17.02 | |
Stock Repurchased During Period, Shares | 212,691 |
Debt - Unsecured Notes Payable
Debt - Unsecured Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying Value | 480,462,652 | 422,280,515 |
Fair Value | 478,397,706 | $ 419,407,194 |
Unsecured note payable | ||
Debt Instrument | ||
Principal Balance | 85,125,000 | |
Carrying Value | 81,706,136 | |
Fair Value | $ 85,193,100 |
Debt - Unsecured Notes Payabl_2
Debt - Unsecured Notes Payable - subnote (Details) - Unsecured note payable $ in Millions | Sep. 30, 2021USD ($) |
Debt Instrument | |
Unamortized Discount | $ 2.5 |
Unamortized Debt Issuance Expense | $ 0.9 |
Debt - Narratives - Unsecured N
Debt - Narratives - Unsecured Notes Payable (Details) - USD ($) | Jun. 25, 2021 | Jun. 10, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||||
Principal amount | $ 373,228,429 | $ 241,152,827 | ||
Unsecured note payable | ||||
Debt Instrument | ||||
Principal amount | $ 6,600,000 | $ 78,500,000 | ||
Fixed rate | 6.00% | 6.00% | ||
Proceeds from Issuance of Debt | $ 6,400,000 | $ 76,000,000 | ||
Debt Issuance Costs, Gross | $ 200,000 | $ 2,500,000 | ||
Debt Instrument, Frequency of Periodic Payment | quarterly | |||
asset coverage ratio | 150.00% | |||
Maturity Date | Jun. 30, 2026 | |||
Covenant Description | In connection with the issuance of the notes, the Company entered into (i) an Indenture, dated June 10, 2021 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and (ii) the First Supplemental Indenture thereto, dated June 10, 2021 (the “Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to make distributions in excess of 90% of the Company’s taxable income, incur indebtedness (as defined in the Indenture) or purchase shares of the Company’s capital stock unless the Company has an asset coverage ratio (as defined in the Indenture) of at least 150% after giving effect to such transaction. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable. | |||
Covenant Compliance | As of September 30, 2021, the Company was in compliance with the covenants included in the Indenture. |
Debt - Narratives - Revolving L
Debt - Narratives - Revolving Line of Credit (Details) | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 12, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument | ||||
Payment of financing costs | $ 1,663,250 | $ 2,279,872 | ||
Revolving line of credit payable, net of deferred financing fees | 24,832,405 | $ 0 | ||
Proceeds from borrowings under revolving line of credit | 25,299,713 | $ 35,000,000 | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 | ||
Revolving line of credit | ||||
Debt Instrument | ||||
Maximum Borrowing Capacity | $ 75,000,000 | |||
Covenant Compliance | As of September 30, 2021, the Company is in compliance with these covenants. | |||
Payment of financing costs | $ 600,000 | |||
Maturity Date | Mar. 12, 2023 | |||
Covenant Description | In connection with the Revolving Line of Credit, the Company entered into a limited guaranty (the “Guaranty”) in favor of WAB, pursuant to which the Company will guarantee the payment of up to 25% of the amount outstanding under the Revolving Line of Credit. Under the Revolving Line of Credit and the Guaranty, the Company will be required to maintain (i) a minimum total net worth of $250.0 million; (ii) a $2.0 million quarterly operating profit, as defined within the agreement; and (iii) a ratio of total debt to total net worth of no more than 2.50 to 1.00. | |||
Ratio of Indebtedness to Net Capital | 2.50 | |||
Minimum net worth required for compliance | $ 250,000,000 | |||
Quarterly Operating Profit for Compliance | 2,000,000 | |||
Proceeds from borrowings under revolving line of credit | 25,300,000 | |||
Principal Balance | $ 42,239,289 | |||
Revolving line of credit | Floor rate | ||||
Debt Instrument | ||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||
Revolving line of credit | LIBOR | ||||
Debt Instrument | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% |
Debt - Each borrowing under the
Debt - Each borrowing under the Revolving Line of Credit (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying Value | 480,462,652 | 422,280,515 |
Fair Value | 478,397,706 | 419,407,194 |
Principal amount | 373,228,429 | $ 241,152,827 |
Revolving line of credit | ||
Debt Instrument | ||
Principal Balance | 42,239,289 | |
Carrying Value | 42,243,978 | |
Fair Value | 42,597,991 | |
Principal amount | 25,299,713 | |
Revolving line of credit | 870 Santa Cruz LLC | ||
Debt Instrument | ||
Principal Balance | 14,743,638 | |
Carrying Value | 14,812,462 | |
Fair Value | 14,868,662 | |
Principal amount | 10,324,046 | |
Revolving line of credit | D-G Acquisition #6, LLC and D-G Quimisa, LLC | ||
Debt Instrument | ||
Principal Balance | 8,355,853 | |
Carrying Value | 8,379,936 | |
Fair Value | 8,428,907 | |
Principal amount | 5,500,000 | |
Revolving line of credit | 606 fayetteville LLC and 401 E, Lakewood LLC | ||
Debt Instrument | ||
Principal Balance | 16,770,042 | |
Carrying Value | 16,865,626 | |
Fair Value | 16,910,927 | |
Principal amount | 7,816,840 | |
Revolving line of credit | The Lux Washington, LLC | ||
Debt Instrument | ||
Principal Balance | 2,369,756 | |
Carrying Value | 2,185,954 | |
Fair Value | 2,389,495 | |
Principal amount | $ 1,658,827 |
Debt - Narratives - Term Loan (
Debt - Narratives - Term Loan (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument | |||
Proceeds from borrowings under the term loan | $ 2,595,576 | $ 105,888,747 | |
Repayment of borrowings under the term loan | 16,585,001 | ||
Proceeds from borrowings under revolving line of credit | 25,299,713 | 35,000,000 | |
Principal amount | 373,228,429 | $ 241,152,827 | |
Payment of financing costs | $ 1,663,250 | $ 2,279,872 | |
Term Loan | |||
Debt Instrument | |||
Debt instrument covenant requirement on consolidated tangible net worth minimum percent | 75.00% | ||
Proceeds from borrowings under the term loan | $ 2,600,000 | ||
Principal amount | $ 93,595,027 | $ 107,584,451 | |
Maturity Date | Mar. 14, 2025 | Mar. 14, 2025 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||
Term Loan | Minimum | |||
Debt Instrument | |||
Debt Instrument Covenant Liquidity | $ 10,000,000 | ||
Term Loan | Maximum | |||
Debt Instrument | |||
EBITDA To interest expense ratio | 1.5 | ||
Term Loan | LIBOR | |||
Debt Instrument | |||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | 4.25% | |
Debt Instrument Additional Variable Rate in Year Two | 0.50% | ||
Debt Instrument Additional Variable Rate in Year Three | 0.25% | ||
Term Loan | LIBOR | Floor rate | |||
Debt Instrument | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | |
Term Loan | Committed Advances | |||
Debt Instrument | |||
Amount Remaining Available | $ 400,000 | ||
Term Loan | Discretionary Advances | |||
Debt Instrument | |||
Amount Remaining Available | 6,900,000 | ||
Indenture and credit Agreement | Class B Loan | |||
Debt Instrument | |||
Principal amount | $ 76,700,000 | ||
Indenture and credit Agreement | Term Loan | |||
Debt Instrument | |||
Covenant Description | In connection with the Indenture and Credit Agreement, the Company entered into a non-recourse carveout Guaranty (the “Guaranty”) in favor of Goldman, pursuant to which the Company guarantees the payment of certain losses, damages, costs, expenses, and other obligations incurred by Goldman in connection with the occurrence of fraud, intentional misrepresentation, or willful misconduct by the Issuer, Class B Holder or the Company, and certain other occurrences including breaches of certain provisions under the Indenture and Credit Agreement. The Company also guarantees the payment of the aggregate outstanding amount of the Term Loan upon the occurrence of certain bankruptcy events. Under the Guaranty, the Company is required to maintain (a) a minimum tangible net worth in an amount not less than seventy-five percent (75%) of its tangible net worth as of September 3, 2020, (b) a minimum liquidity of $10 million, and (c) an EBITDA to interest expense ratio of not less than 1.5 to 1.0. Failure to satisfy such maintenance covenants would constitute an event of default under the Indenture and Credit Agreement. | ||
Covenant Compliance | As of September 30, 2021 and December 31, 2020, the Company is in compliance with these covenants. | As of September 30, 2021 and December 31, 2020, the Company is in compliance with these covenants. | |
additional future discretionary advances | $ 11,600,000 | ||
Additional Future Advance | 1,300,000 | ||
Principal amount | 103,000,000 | ||
Additional Future Advance | 3,600,000 | ||
Payment of financing costs | $ 2,400,000 |
Debt - Details of each borrowin
Debt - Details of each borrowing under the Term Loan (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Principal Balance | $ 482,089,565 | $ 424,174,758 |
Carrying Value | 480,462,652 | 422,280,515 |
Fair Value | 478,397,706 | 419,407,194 |
Principal amount | 373,228,429 | 241,152,827 |
Term Loan | ||
Debt Instrument | ||
Principal Balance | 162,759,074 | 184,201,670 |
Carrying Value | 163,776,782 | 185,084,361 |
Fair Value | 163,087,101 | 184,957,221 |
Principal amount | 93,595,027 | 107,584,451 |
Term Loan | 330 Tryon DE LLC | ||
Debt Instrument | ||
Principal Balance | 22,800,000 | 22,800,000 |
Carrying Value | 22,908,606 | 22,901,294 |
Fair Value | 22,929,185 | 22,869,879 |
Principal amount | 13,680,000 | 13,680,000 |
Term Loan | 1389 Peachtree St, L.P. and Others | ||
Debt Instrument | ||
Principal Balance | 52,921,315 | 50,808,453 |
Carrying Value | 53,194,876 | 51,068,554 |
Fair Value | 52,704,343 | 50,982,247 |
Principal amount | 31,115,218 | 29,897,848 |
Term Loan | AGRE DCP Palm Springs LLC | ||
Debt Instrument | ||
Principal Balance | 43,222,381 | 45,294,097 |
Carrying Value | 43,644,017 | 45,506,051 |
Fair Value | 43,469,020 | 45,519,030 |
Principal amount | 23,146,265 | 24,894,939 |
Term Loan | MSC Fields Peachtree Retreat LLC | ||
Debt Instrument | ||
Principal Balance | 23,308,334 | |
Carrying Value | 23,437,198 | |
Fair Value | 23,428,860 | |
Principal amount | 13,985,001 | |
Term Loan | Patrick Henry Recovery Acquisition LLC | ||
Debt Instrument | ||
Principal Balance | 18,000,000 | 18,000,000 |
Carrying Value | 18,040,664 | 18,039,456 |
Fair Value | 18,049,598 | 17,994,495 |
Principal amount | 10,800,000 | 10,800,000 |
Term Loan | University Park Berkeley, LLC | ||
Debt Instrument | ||
Principal Balance | 25,815,378 | 23,990,786 |
Carrying Value | 25,988,619 | 24,131,808 |
Fair Value | 25,934,955 | 24,162,710 |
Principal amount | $ 14,853,544 | $ 14,326,663 |
Debt - Details of each borrow_2
Debt - Details of each borrowing under the Repurchase Agreement - Subnote (Details) - Term Loan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument | ||
Fixed rate | 5.25% | 5.25% |
Maturity Date | Mar. 14, 2025 | Mar. 14, 2025 |
LIBOR | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | 4.25% |
LIBOR | Floating rate | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 0.08% | 0.14% |
LIBOR | Floor rate | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% |
Debt - Narratives - Purchase ag
Debt - Narratives - Purchase agreement, Revolving credit facility (Details) - USD ($) | Oct. 02, 2020 | Sep. 03, 2020 | Dec. 12, 2018 | Jun. 20, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Repurchase Agreements | |||||||
Repayment of borrowings under repurchase agreement | $ 103,994,570 | ||||||
Proceeds from (Payments for) in Securities Sold under Agreements to Repurchase | $ 0 | 22,860,134 | |||||
Revolving Credit Facility | |||||||
Proceeds from borrowings under revolving line of credit | $ 25,299,713 | $ 35,000,000 | |||||
Revolving Credit Facility | |||||||
Revolving Credit Facility | |||||||
Maximum Borrowing Capacity | $ 35,000,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 15,000,000 | ||||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 0 | ||||||
Line of Credit Facility, Expiration Date | Sep. 2, 2021 | ||||||
Revolving Credit Facility | Floor rate | |||||||
Revolving Credit Facility | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | 6.00% | |||||
Revolving Credit Facility | LIBOR | |||||||
Revolving Credit Facility | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | 4.00% | |||||
Revolving Credit Facility | Prime Rate | |||||||
Revolving Credit Facility | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | |||||
Master Repurchase Agreement | |||||||
Repurchase Agreements | |||||||
Repayment of borrowings under repurchase agreement | $ 3,400,000 | ||||||
Maximum liability under repurchase agreement percent | 50.00% | ||||||
Master Repurchase Agreement | Terra Mortgage Capital LLC | |||||||
Revolving Credit Facility | |||||||
Maximum Borrowing Capacity | $ 150,000,000 | ||||||
Maturity Date | Dec. 12, 2020 |
Debt - Mortgage Loan Payable (D
Debt - Mortgage Loan Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument | ||
Unarmortized Finance Cost | $ 5,710,484 | $ 2,200,000 |
Centennial Bank | ||
Debt Instrument | ||
Maturity Date | Sep. 27, 2022 | |
Principal amount | $ 32,164,575 | 44,020,225 |
Carrying value | 32,301,666 | 44,117,293 |
Carrying Value of Collateral | $ 47,089,987 | $ 49,533,733 |
Debt Instrument, Description of Variable Rate Basis | LIBOR | |
Centennial Bank | LIBOR | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 3.85% | |
Centennial Bank | Floor rate | LIBOR | ||
Debt Instrument | ||
Debt Instrument, Basis Spread on Variable Rate | 2.23% |
Debt - Scheduled Debt Principal
Debt - Scheduled Debt Principal Payments (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
2021 (October 1 through December 31) | $ 201,883 | |
2022 | 31,962,692 | |
2023 | 25,299,713 | |
2024 | 0 | |
2025 | 93,595,027 | |
Thereafter | 85,125,000 | |
Long term debt | 236,184,315 | |
Unarmortized deferred financing costs | (5,710,484) | $ (2,200,000) |
Long Term Debt Net | $ 230,473,831 |
Debt - Narratives - Obligations
Debt - Narratives - Obligations Under Participation Agreements and Secured Borrowing (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Participation mortgage loan | $ 91,633,624 | $ 105,245,801 |
Carrying Value | 480,462,652 | 422,280,515 |
Unarmortized Finance Cost | 5,710,484 | 2,200,000 |
Participating Mortgage Loan | ||
Debt Instrument | ||
Participation mortgage loan | 106,190,225 | 71,581,897 |
Carrying Value | $ 164,170,603 | $ 168,649,216 |
Participating Mortgage Loan | Weighted average | ||
Debt Instrument | ||
Participating Mortgage Loans, Mortgage Interest Rate | 11.30% | 10.20% |
Secured borrowing | ||
Debt Instrument | ||
Participation mortgage loan | $ 31,525,439 | $ 18,187,663 |
Carrying Value | $ 45,813,408 | $ 26,407,494 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 03, 2020 |
Other Commitments | |||
Unfunded Commitment Outstanding | $ 80.7 | $ 67.9 | |
Mavik RESOF | |||
Other Commitments | |||
Unfunded Commitment Outstanding | $ 14.1 | ||
Unfunded invesetment commitment | $ 50 |
Equity - Earnings Per Share (De
Equity - Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||||||
Net (loss) income | $ (727,758) | $ (104,771) | $ 1,476,096 | $ 2,143,130 | $ 2,646,042 | $ 578,963 | $ 643,567 | $ 5,368,135 |
Series A preferred stock dividend declared | (3,906) | (3,906) | (11,718) | (11,718) | ||||
Net (loss) income allocable to common stock | $ (731,664) | $ 2,139,224 | $ 631,849 | $ 5,356,417 | ||||
Weighted-average shares — basic and diluted | 19,487,460 | 19,487,461 | 19,487,460 | 18,586,627 | ||||
(Loss) earnings per share — basic and diluted | $ (0.04) | $ 0.11 | $ 0.03 | $ 0.29 |
Equity - Preferred Stock Classe
Equity - Preferred Stock Classes (Details) - USD ($) | Nov. 30, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2016 |
Class of Stock | |||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Preferred stock dividend declared | $ 3,906 | $ 3,906 | $ 11,718 | $ 11,718 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 | ||||
Preferred Stock, Value, Outstanding | $ 0 | $ 0 | $ 0 | ||||
Cumulative Preferred Stock | |||||||
Class of Stock | |||||||
Preferred Stock, Shares Authorized | 125 | 125 | 125 | 125 | |||
Preferred Stock, Dividend Rate, Percentage | 12.50% | 12.50% | 12.50% | 12.50% | |||
Preferred Stock Shares Sold | 125 | ||||||
Preferred Stock Value Sold | $ 125,000 | ||||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | ||||||
Preferred Stock, Shares Issued | 125 | 125 | 125 | ||||
Preferred Stock, Value, Issued | $ 125,000 | $ 125,000 | $ 125,000 | ||||
Preferred Stock, Shares Outstanding | 125 | 125 | 125 | ||||
Preferred Stock, Dividend Payment Terms | These dividends are cumulative and payable semi-annually in arrears on June 30 and December 31 of each year | ||||||
Preferred Stock, Redemption Price Per Share | $ 1,000 | ||||||
Preferred Stock Redemption Premium Per Share | $ 50 |
Equity - Common Stock (Details)
Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 29, 2020 | Mar. 02, 2020 | Mar. 01, 2020 | Sep. 30, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments | ||||||
Common Stock, Shares, Issued | 4,574,470.35 | 19,487,460 | 19,487,460 | |||
Terra Offshore Funds REIT | ||||||
Schedule of Equity Method Investments | ||||||
Business Combination Common Stock Shares | 2,457,684.59 | |||||
Common Stock, Shares, Issued | 212,691 | |||||
Proceeds from Issuance of Common Stock | $ 3.6 | |||||
Sale of stock price per share | $ 17.02 | |||||
Stock Repurchased During Period, Shares | 212,691 | |||||
Share Price | $ 17.02 | |||||
Terra Fund 7 | ||||||
Schedule of Equity Method Investments | ||||||
Business Combination Common Stock Shares | 2,116,785.76 | |||||
Terra JV | ||||||
Schedule of Equity Method Investments | ||||||
Equity Method Investment, Ownership Percentage | 87.40% | |||||
Terra Fund 5 | Terra JV | ||||||
Schedule of Equity Method Investments | ||||||
Equity Method Investment, Ownership Percentage | 87.60% | |||||
Terra Fund 7 | Terra JV | ||||||
Schedule of Equity Method Investments | ||||||
Equity Method Investment, Ownership Percentage | 12.40% |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments | ||||||||
Investment Company, Return of Capital Distribution | $ 3,900,000 | $ 1,900,000 | $ 10,700,000 | $ 12,000,000 | ||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | 415,172 | 0 | ||||||
Dividends, Preferred Stock, Stock | 3,906 | 3,906 | 11,718 | 11,718 | ||||
Dividends, Common Stock | $ 3,893,594 | $ 4,429,352 | $ 3,893,595 | $ 4,033,127 | $ 4,459,975 | $ 8,832,071 | $ 12,200,000 | $ 17,300,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 02, 2020 |
Subsequent Event | |||||
Cash liquidity | $ 25,500,000 | ||||
Total liquidity | $ 51,975,601 | $ 18,607,952 | $ 65,729,695 | ||
Cash and cash equivalents | $ 51,975,601 | $ 18,607,952 | $ 65,729,695 | ||
Subsequent Event | Uncommitted Master Repurchase Agreement | |||||
Subsequent Event | |||||
Maximum Borrowing Capacity | $ 195,000,000 | ||||
Maturity Date | Nov. 7, 2024 | ||||
Cash liquidity | $ 5,000,000 | ||||
Debt instrument covenant minimum percentage of cash liquidity | 5.00% | ||||
Total liquidity | $ 15,000,000 | ||||
Minimum percentage of total liquidity | 10.00% | ||||
Minimum net worth required for compliance | $ 215,700,000 | ||||
Debt instrument covenant requirement on consolidated tangible net worth minimum percent | 75.00% | ||||
Ratio of Indebtedness to Net Capital | 3.50 | ||||
Covenant Description | the UBS Guarantee Agreement contains financial covenants, which require the Company to maintain: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the Master Repurchase Agreement; (ii) total liquidity of at least the greater of $15 million or 10% of the then-current outstanding amount under the Master Repurchase Agreement (iii) tangible net worth at an amount equal to or greater than $215.7 million plus 75% of new capital contributions thereafter; (iv) an EBITDA to interest expense ratio of not less than 1.50 to 1.00; and (v) a total indebtedness to tangible net worth ratio of not more than 3.50 to 1.00. | ||||
Cash and cash equivalents | $ 15,000,000 | ||||
Subsequent Event | Minimum | Uncommitted Master Repurchase Agreement | |||||
Subsequent Event | |||||
Value-added assets with loan-to-value ratio | 65.00% | ||||
Value added assets yield ratio | 2.50% | ||||
EBITDA To interest expense ratio | 1.50 | ||||
Subsequent Event | Maximum | Uncommitted Master Repurchase Agreement | |||||
Subsequent Event | |||||
Value-added assets with loan-to-value ratio | 80.00% | ||||
Value added assets yield ratio | 5.00% | ||||
Subsequent Event | LIBOR | Minimum | Uncommitted Master Repurchase Agreement | |||||
Subsequent Event | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.60% | ||||
Subsequent Event | LIBOR | Maximum | Uncommitted Master Repurchase Agreement | |||||
Subsequent Event | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.85% |