Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2020

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 March 31,
	2020		2019
Origination and extension fee expense ⁽¹⁾	$	437,617	$	683,172
Asset management fee	1,029,533		880,355
Asset servicing fee	234,208		204,477
Operating expenses reimbursed to Manager	1,367,189		1,115,204
Disposition fee ⁽²⁾	75,520		469,933
Total	$	3,144,067	$	3,353,141

_______________


(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 below table lists the loan interests participated in by the Company via PAs as of March 31, 2020 and December 31, 2019. In accordance with the terms of each PA, each Participant’s rights and obligations, as well as the proceeds received from the related borrower/issuer of the loan, are based upon their respective pro rata participation interest in the loan.

March 31, 2020

December 31, 2019

Participating Interests

Principal Balance

Carrying Value

Participating Interests

Principal Balance

Carrying Value

LD Milpitas Mezz, LP ⁽¹⁾

25.00%

3,992,734

4,037,567

25.00%

3,120,887

3,150,546

________________


(1)	On June 27, 2018, the Company entered into a participation agreement with Terra Income Fund 6, Inc. (“Terra Fund 6”) to purchase a 25% participation interest, or $4.3 million, in a $17.0 million mezzanine loan. As of March 31, 2020, the unfunded commitment was $0.3 million.

The following tables summarize the loans that were subject to PAs with affiliated entities as of March 31, 2020 and December 31, 2019:



					Transfers Treated as Obligations Under Participation Agreements as of March 31, 2020
	Principal Balance		Carrying Value		% Transferred		Principal Balance ⁽⁶⁾		Carrying Value ⁽⁶⁾
14th & Alice Street Owner, LLC ⁽⁵⁾	$	19,610,084	$	19,728,938	80.00	%	$	15,688,067	$	15,752,112
370 Lex Part Deux, LLC ⁽²⁾	49,668,256		49,734,503		35.00	%	17,383,890		17,383,890
City Gardens 333 LLC ⁽²⁾	28,905,569		28,917,582		14.00	%	4,046,781		4,048,428
NB Private Capital, LLC ⁽²⁾	20,000,000		20,172,593		16.67	%	3,333,333		3,362,098
Orange Grove Property Investors, LLC ⁽²⁾	10,600,000		10,697,792		80.00	%	8,480,000		8,558,182
RS JZ Driggs, LLC ⁽²⁾	8,200,000		8,283,124		50.00	%	4,100,000		4,140,330
Stonewall Station Mezz LLC ⁽²⁾	9,851,847		9,936,287		44.00	%	4,334,813		4,371,496
TSG-Parcel 1, LLC ⁽²⁾	18,000,000		18,180,000		11.11	%	2,000,000		2,020,000
Windy Hill PV Five CM, LLC⁽⁵⁾	11,949,208		11,581,850		69.11	%	8,257,583		8,033,869
	$	176,784,964	$	177,232,669			$	67,624,467	$	67,670,405



					Transfers Treated as Obligations Under Participation Agreements as of December 31, 2019
	Principal Balance		Carrying Value		% Transferred		Principal Balance ⁽⁶⁾		Carrying Value ⁽⁶⁾
14th & Alice Street Owner, LLC ⁽⁵⁾	$	12,932,034	$	12,957,731	80.00	%	$	10,345,627	$	10,387,090
2539 Morse, LLC ^(1)(3)(7)	7,000,000		7,067,422		40.00	%	2,800,001		2,825,519
370 Lex Part Deux, LLC ^(2)(4)(7)	48,349,948		48,425,659		47.00	%	22,724,476		22,724,476
Austin H. I. Owner LLC ⁽¹⁾⁽⁷⁾	3,500,000		3,531,776		30.00	%	1,050,000		1,059,532
City Gardens 333 LLC ^{(1)(2)(3)(4)(7)}	28,049,717		28,056,179		47.00	%	13,182,584		13,184,648
High Pointe Mezzanine Investments, LLC ⁽³⁾⁽⁷⁾	3,000,000		3,263,285		37.20	%	1,116,000		1,217,160
NB Private Capital, LLC ^{(1)(2)(3)(4)(7)}	20,000,000		20,166,610		72.40	%	14,480,392		14,601,021
Orange Grove Property Investors, LLC ⁽²⁾	10,600,000		10,696,587		80.00	%	8,480,000		8,557,205
RS JZ Driggs, LLC ⁽²⁾	8,200,000		8,286,629		50.00	%	4,100,000		4,142,264
SparQ Mezz Borrower, LLC ^(1)(3)(7)	8,700,000		8,783,139		36.81	%	3,202,454		3,231,689
Stonewall Station Mezz LLC ⁽²⁾	9,792,767		9,875,162		44.00	%	4,308,817		4,344,635
The Bristol at Southport, LLC ^(1)(3)(4)(7)	23,500,000		23,661,724		42.44	%	9,974,444		10,043,088
TSG-Parcel 1, LLC ^(1)(2)(7)	18,000,000		18,180,000		37.78	%	6,800,000		6,868,000
	$	201,624,466	$	202,951,903			$	102,564,795	$	103,186,327

________________


(1)	Participant is Terra Secured Income Fund 5 International, an affiliated fund advised by the Manager.


(2)	Participant is Terra Fund 6, an affiliated fund advised by Terra Income Advisors.


(3)	Participant is Terra Income Fund International, an affiliated fund advised by the Manager.


(4)	Participant is TPT2, an affiliated fund managed by the Manager.


(5)	Participant is a third-party.


(6)	Amounts transferred may not agree to the proportionate share of the principal balance and fair value due to the rounding of percentage transferred.

(7)

As discussed in Note 3, in March 2020, the Company settled an aggregate of $49.8 million of participation interests in loans held by the Company with TPT2 and TIF3 REIT, which TIF3 REIT received from Terra Secured Income Fund 5 International and Terra Income Fund International. In connection with the Merger and the Issuance of Common Stock to TIF3 REIT, the related participation obligations were settled.