Company Quick10K Filing
Tremont Mortgage Trust
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.00 8 $33
10-Q 2019-11-06 Quarter: 2019-09-30
10-Q 2019-08-06 Quarter: 2019-06-30
10-Q 2019-05-14 Quarter: 2019-03-31
10-K 2019-02-08 Annual: 2018-12-31
10-Q 2018-11-02 Quarter: 2018-09-30
10-Q 2018-08-10 Quarter: 2018-08-10
10-Q 2018-05-14 Quarter: 2018-03-31
10-K 2018-02-22 Annual: 2017-12-31
10-Q 2017-11-14 Quarter: 2017-09-30
8-K 2019-12-11 Enter Agreement, Exhibits
8-K 2019-11-06 Earnings, Exhibits
8-K 2019-08-06 Earnings, Exhibits
8-K 2019-05-23 Leave Agreement
8-K 2019-05-16 Enter Agreement, Exhibits
8-K 2019-05-14 Earnings, Exhibits
8-K 2019-05-01 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2019-04-24 Shareholder Vote, Other Events, Exhibits
8-K 2019-02-07 Earnings, Exhibits
8-K 2018-11-06 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2018-11-02 Earnings, Exhibits
8-K 2018-08-20 Officers
8-K 2018-08-10 Earnings, Exhibits
8-K 2018-07-27 Off-BS Arrangement
8-K 2018-06-20 Other Events, Exhibits
8-K 2018-05-14
8-K 2018-04-25 Shareholder Vote, Other Events, Exhibits
8-K 2018-03-09 Officers
8-K 2018-02-25 Other Events, Exhibits
8-K 2018-02-22 Earnings, Exhibits
8-K 2018-02-09 Enter Agreement, Off-BS Arrangement, Regulation FD, Exhibits
TRMT 2019-09-30
Part I. Financial Information
Item 1. Financial Statements
Note 1. Organization
Note 2. Summary of Significant Accounting Policies
Note 3. Recent Accounting Pronouncements
Note 4. Loans Held for Investment
Note 5. Debt Agreements
Note 6. Fair Value of Financial Instruments
Note 7. Shareholders' Equity
Note 8. Management Agreement with Our Manager
Note 9. Related Person Transactions
Note 10. Income Taxes
Note 11. Weighted Average Common Shares
Note 12. Commitments and Contingencies
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk (Dollars in Thousands, Except per Share Data)
Item 4. Controls and Procedures
Part II. Other Information
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
EX-31.1 trmt093019exhibit311.htm
EX-31.2 trmt093019exhibit312.htm
EX-32.1 trmt093019exhibit321.htm

Tremont Mortgage Trust Earnings 2019-09-30

TRMT 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

Comparables ($MM TTM)
Ticker M Cap Assets Liab Rev G Profit Net Inc EBITDA EV G Margin EV/EBITDA ROA
LOAN 60 57 24 5 0 4 5 60 0% 13.2 8%
IOR 52 98 0 0 0 9 12 52 4.5 9%
RVEN 44 93 64 0 0 -3 3 91 35.7 -3%
TRMT 33 272 185 0 0 2 2 207 130.0 1%
SELF 29 58 21 6 0 0 3 47 0% 16.5 1%
MDRR 21 59 35 2 2 -1 0 43 93% 3,118.4 -2%
PW 19 22 10 1 0 1 1 26 0% 20.0 4%
IHT 15 18 11 7 0 11 13 21 0% 1.6 61%
WHLR 15 499 384 64 0 -20 24 352 0% 14.6 -4%
HMG 13 33 11 0 -0 -1 -1 -5 -473% 3.7 -3%

Document
false--12-31Q3201900017084050.0250.020.020.02080.02000.010.01250000002500000031788178240057317881782400570.02150.0215P2Y7M6D P1Y9M18D P2Y7M6D P1Y9M18D<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Subsequent Events</font></div><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2019, we received a repayment notice with respect to the JFK loan.&#160;Pursuant to the notice, the borrower stated that it will repay the loan in August 2019. At the time of notice, there was approximately </font><font style="font-family:inherit;font-size:10pt;">$39,613</font><font style="font-family:inherit;font-size:10pt;"> of principal amount outstanding under the JFK loan, which the borrower is required to pay, together with accrued interest, an exit fee and any expenses incurred by us with respect to this loan. When the JFK loan is repaid, we will be required to repay the outstanding balance under the TCB note payable.</font></div><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2019, we received a repayment notice with respect to our loan held for investment associated with an office building located in Scarsdale, NY. Pursuant to the notice, the borrower stated that it will repay the loan in August 2019. At the time of notice, there was approximately </font><font style="font-family:inherit;font-size:10pt;">$13,997</font><font style="font-family:inherit;font-size:10pt;"> of principal amount outstanding under this loan, which the borrower is required to pay, together with accrued interest, an exit fee and any expenses incurred by us with respect to this loan. When this loan is repaid, we will be required to repay the associated outstanding balance under our Master Repurchase Facility.</font></div></div> 0001708405 2019-01-01 2019-09-30 0001708405 2019-11-05 0001708405 2018-12-31 0001708405 2019-09-30 0001708405 2018-07-01 2018-09-30 0001708405 2019-07-01 2019-09-30 0001708405 2018-01-01 2018-09-30 0001708405 us-gaap:RetainedEarningsMember 2018-12-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2019-04-01 2019-06-30 0001708405 us-gaap:CommonStockMember 2018-07-01 2018-09-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-06-30 0001708405 2018-04-01 2018-06-30 0001708405 us-gaap:CommonStockMember 2018-03-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-06-30 0001708405 us-gaap:CommonStockMember 2018-12-31 0001708405 us-gaap:CommonStockMember 2019-04-01 2019-06-30 0001708405 us-gaap:CommonStockMember 2018-06-30 0001708405 us-gaap:RetainedEarningsMember 2018-09-30 0001708405 us-gaap:CommonStockMember 2019-07-01 2019-09-30 0001708405 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001708405 2019-04-01 2019-06-30 0001708405 us-gaap:RetainedEarningsMember 2017-12-31 0001708405 2018-03-31 0001708405 2018-01-01 2018-03-31 0001708405 2019-03-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-04-01 2018-06-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2018-03-31 0001708405 us-gaap:RetainedEarningsMember 2018-01-01 2018-03-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2019-07-01 2019-09-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-03-31 0001708405 us-gaap:RetainedEarningsMember 2018-06-30 0001708405 us-gaap:CommonStockMember 2017-12-31 0001708405 us-gaap:RetainedEarningsMember 2019-06-30 0001708405 2019-01-01 2019-03-31 0001708405 2019-06-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-04-01 2019-06-30 0001708405 us-gaap:CommonStockMember 2018-09-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-07-01 2018-09-30 0001708405 us-gaap:RetainedEarningsMember 2019-03-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2019-09-30 0001708405 2017-12-31 0001708405 us-gaap:RetainedEarningsMember 2019-09-30 0001708405 us-gaap:RetainedEarningsMember 2018-04-01 2018-06-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-09-30 0001708405 us-gaap:RetainedEarningsMember 2018-03-31 0001708405 us-gaap:CommonStockMember 2019-03-31 0001708405 us-gaap:CommonStockMember 2019-09-30 0001708405 us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0001708405 2018-06-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001708405 us-gaap:CommonStockMember 2018-01-01 2018-03-31 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-01-01 2019-03-31 0001708405 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2018-03-31 0001708405 us-gaap:CommonStockMember 2018-04-01 2018-06-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2018-06-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2018-12-31 0001708405 us-gaap:CommonStockMember 2019-06-30 0001708405 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001708405 us-gaap:RetainedEarningsMember 2018-07-01 2018-09-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2018-09-30 0001708405 2018-09-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-09-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-03-31 0001708405 us-gaap:RetainedEarningsMember 2019-04-01 2019-06-30 0001708405 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-07-01 2019-09-30 0001708405 us-gaap:PrivatePlacementMember 2017-09-18 0001708405 2017-09-18 0001708405 us-gaap:IPOMember 2017-09-18 2017-09-18 0001708405 2017-09-18 2017-09-18 0001708405 us-gaap:PrivatePlacementMember 2017-09-18 2017-09-18 0001708405 trmt:SouthMember 2019-01-01 2019-09-30 0001708405 trmt:EastMember 2019-01-01 2019-09-30 0001708405 trmt:MidwestMember 2019-01-01 2019-09-30 0001708405 trmt:WestMember 2019-09-30 0001708405 trmt:WestMember 2019-01-01 2019-09-30 0001708405 trmt:MidwestMember 2019-09-30 0001708405 trmt:EastMember 2019-09-30 0001708405 trmt:SouthMember 2019-09-30 0001708405 us-gaap:UnfundedLoanCommitmentMember 2018-01-01 2018-12-31 0001708405 2018-01-01 2018-12-31 0001708405 us-gaap:UnfundedLoanCommitmentMember 2019-01-01 2019-09-30 0001708405 us-gaap:FirstMortgageMember 2019-09-30 0001708405 us-gaap:FirstMortgageMember 2018-12-31 0001708405 srt:RetailSiteMember 2019-01-01 2019-09-30 0001708405 srt:IndustrialPropertyMember 2019-01-01 2019-09-30 0001708405 srt:HotelMember 2019-01-01 2019-09-30 0001708405 srt:MultifamilyMember 2019-01-01 2019-09-30 0001708405 srt:IndustrialPropertyMember 2019-09-30 0001708405 srt:OfficeBuildingMember 2019-01-01 2019-09-30 0001708405 srt:HotelMember 2019-09-30 0001708405 srt:OfficeBuildingMember 2019-09-30 0001708405 srt:RetailSiteMember 2019-09-30 0001708405 srt:MultifamilyMember 2019-09-30 0001708405 trmt:ScarsdaleNYMember us-gaap:NotesPayableToBanksMember 2019-08-23 2019-08-23 0001708405 trmt:RMRCreditAgreementMember 2019-05-21 2019-05-21 0001708405 trmt:RMRCreditAgreementMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-02-04 2019-02-04 0001708405 trmt:MortgagesAndRelatedAssetsMember 2019-07-01 2019-09-30 0001708405 trmt:MortgagesAndRelatedAssetsMember 2019-01-01 2019-09-30 0001708405 trmt:CitibankN.A.Member trmt:MortgagesAndRelatedAssetsMember 2018-11-06 0001708405 trmt:CitibankN.A.Member trmt:MortgagesAndRelatedAssetsMember 2018-02-09 0001708405 trmt:RMRCreditAgreementMember 2019-05-03 0001708405 trmt:CitibankN.A.Member trmt:MortgagesAndRelatedAssetsMember 2019-05-01 0001708405 trmt:HamptonInnJFKMember us-gaap:NotesPayableToBanksMember 2019-08-23 2019-08-23 0001708405 trmt:RMRCreditAgreementMember 2019-05-01 2019-05-31 0001708405 trmt:TCBLoanMember 2019-01-01 2019-09-30 0001708405 trmt:HamptonInnJFKMember 2018-07-31 0001708405 trmt:CitibankN.A.Member trmt:MortgagesAndRelatedAssetsMember 2019-02-04 0001708405 trmt:HamptonInnJFKMember us-gaap:NotesPayableToBanksMember 2019-08-09 2019-08-09 0001708405 trmt:RMRCreditAgreementMember 2019-01-01 2019-09-30 0001708405 trmt:TCBLoanMember 2019-07-01 2019-09-30 0001708405 trmt:TCBLoanMember us-gaap:NotesPayableToBanksMember 2018-07-27 0001708405 trmt:RMRCreditAgreementMember 2019-02-04 0001708405 trmt:HamptonInnJFKMember us-gaap:NotesPayableToBanksMember 2018-07-31 0001708405 trmt:ScarsdaleNYMember us-gaap:NotesPayableToBanksMember 2019-08-23 0001708405 trmt:TCBLoanMember us-gaap:NotesPayableToBanksMember 2019-08-09 2019-08-09 0001708405 trmt:MortgagesAndRelatedAssetsMember 2019-09-30 0001708405 trmt:MortgagesAndRelatedAssetsMember 2018-07-01 2018-09-30 0001708405 trmt:MortgagesAndRelatedAssetsMember 2018-01-01 2018-09-30 0001708405 us-gaap:NotesPayableToBanksMember 2018-12-31 0001708405 trmt:MortgagesAndRelatedAssetsMember 2018-12-31 0001708405 trmt:CitibankN.A.Member srt:MaximumMember trmt:MortgagesAndRelatedAssetsMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-02-09 2018-02-09 0001708405 trmt:CitibankN.A.Member srt:MinimumMember trmt:MortgagesAndRelatedAssetsMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-02-09 2018-02-09 0001708405 trmt:CitibankN.A.Member trmt:MortgagesAndRelatedAssetsMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-02-09 2018-02-09 0001708405 trmt:TCBLoanMember us-gaap:NotesPayableToBanksMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-07-27 2018-07-27 0001708405 us-gaap:NotesPayableToBanksMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001708405 trmt:MortgagesAndRelatedAssetsMember 2018-01-01 2018-12-31 0001708405 trmt:MortgagesAndRelatedAssetsMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-12-31 0001708405 us-gaap:NotesPayableToBanksMember 2018-01-01 2018-12-31 0001708405 trmt:MortgagesAndRelatedAssetsMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-09-30 0001708405 us-gaap:FairValueInputsLevel3Member 2018-12-31 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0001708405 us-gaap:FairValueInputsLevel3Member 2019-09-30 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:NotesPayableToBanksMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:NotesPayableToBanksMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-09-30 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:NotesPayableToBanksMember 2019-09-30 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-09-30 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:NotesPayableToBanksMember 2018-12-31 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2019-09-30 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember 2018-12-31 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0001708405 us-gaap:FairValueInputsLevel3Member us-gaap:SecuritiesLoanedOrSoldUnderAgreementsToRepurchaseMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-09-30 0001708405 2019-05-16 2019-05-16 0001708405 2019-02-21 2019-02-21 0001708405 2019-08-15 2019-08-15 0001708405 2019-04-05 2019-04-05 0001708405 2019-05-21 0001708405 trmt:TrusteeMember trmt:FullyVestedCommonSharesMember 2019-04-24 2019-04-24 0001708405 us-gaap:PrivatePlacementMember 2019-05-21 2019-05-21 0001708405 2019-09-25 2019-09-25 0001708405 2019-07-03 2019-07-03 0001708405 trmt:May2019OfferingMember 2019-05-21 2019-05-21 0001708405 trmt:MortgagesAndRelatedAssetsMember 2019-05-21 2019-05-21 0001708405 2019-09-18 2019-09-18 0001708405 us-gaap:SubsequentEventMember 2019-10-17 2019-10-17 0001708405 2019-05-21 2019-05-21 0001708405 us-gaap:PrincipalOwnerMember 2018-07-01 2018-09-30 0001708405 us-gaap:PrincipalOwnerMember 2018-01-01 2018-09-30 0001708405 trmt:TremontRealtyAdvisorsLLCMember trmt:TremontMortgageTrustMember 2019-09-30 0001708405 trmt:TremontRealtyAdvisorsLLCMember trmt:TremontMortgageTrustMember 2019-01-01 2019-09-30 0001708405 us-gaap:RestrictedStockMember 2018-01-01 2018-09-30 0001708405 us-gaap:RestrictedStockMember 2018-07-01 2018-09-30 0001708405 us-gaap:RestrictedStockMember 2019-01-01 2019-09-30 0001708405 us-gaap:RestrictedStockMember 2019-07-01 2019-09-30 trmt:loan trmt:employee trmt:key iso4217:USD xbrli:shares xbrli:shares trmt:story iso4217:USD trmt:trustee xbrli:pure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-38199
 
Tremont Mortgage Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
82-1719041
(State of Organization)
(IRS Employer Identification No.)
 
Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634
(Address of Principal Executive Offices)                            (Zip Code)
Registrant’s Telephone Number, Including Area Code 617-796-8317
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of each exchange on which registered
Common Shares of Beneficial Interest
 
TRMT
 
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒   No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
Emerging growth company
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No ☒
Number of registrant's common shares of beneficial interest, $0.01 par value per share, outstanding as of November 5, 2019: 8,240,057




Table of Contents

TREMONT MORTGAGE TRUST
FORM 10-Q
September 30, 2019
 
INDEX

 
 
Page
 
 
 
 
 
 
 
 
 


References in this Quarterly Report on Form 10-Q to the Company, we, us or our include Tremont Mortgage Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.


Table of Contents

PART I. Financial Information
Item 1. Financial Statements
TREMONT MORTGAGE TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)

 
 
September 30,
 
December 31,
 
 
2019
 
2018
ASSETS
 
 
 
 
Cash and cash equivalents
 
$
9,244


$
27,024

Restricted cash
 
110


311

Loans held for investment, net
 
207,464


135,844

Accrued interest receivable
 
711


344

Prepaid expenses and other assets
 
254


390

Total assets
 
$
217,783


$
163,913

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
Accounts payable, accrued liabilities and deposits
 
$
759


$
935

Master repurchase facility, net
 
130,312


71,691

Note payable, net
 


31,485

Due to related persons
 
33


134

Total liabilities
 
131,104


104,245

 
 
 
 
 
Commitments and contingencies
 


 


 
 
 
 
 
Shareholders' equity:
 
 
 
 
Common shares of beneficial interest, $0.01 par value per share; 25,000,000 shares authorized; 8,240,057 and 3,178,817 shares issued and outstanding, respectively
 
82


32

Additional paid in capital
 
88,827


62,540

Cumulative net income (loss)
 
624


(2,904
)
Cumulative distributions
 
(2,854
)


Total shareholders’ equity
 
86,679


59,668

Total liabilities and shareholders' equity
 
$
217,783


$
163,913



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

Table of Contents

TREMONT MORTGAGE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
(unaudited)


 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
INCOME FROM INVESTMENTS:
 
 
 
 
 
 
 
 
Interest income from investments
 
$
4,959

 
$
1,385

 
$
11,872

 
$
2,113

Less: interest and related expenses
 
(1,992
)
 
(563
)
 
(5,572
)
 
(666
)
Income from investments, net
 
2,967

 
822

 
6,300

 
1,447

 
 
 
 
 
 
 
 
 
OTHER EXPENSES:
 
 
 
 
 
 
 
 
Management fees
 

 

 

 
447

General and administrative expenses
 
541

 
510

 
1,662

 
1,668

Reimbursement of shared services expenses
 
370

 
375

 
1,110

 
1,125

Total expenses
 
911

 
885

 
2,772

 
3,240

 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
2,056

 
$
(63
)
 
$
3,528

 
$
(1,793
)
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic and diluted
 
8,156

 
3,129

 
5,583

 
3,121

 
 
 
 
 
 
 
 
 
Net income (loss) per common share - basic and diluted
 
$
0.25

 
$
(0.02
)
 
$
0.63

 
$
(0.57
)


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



2

Table of Contents

TREMONT MORTGAGE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(amounts in thousands)
(unaudited)





 
 
Number of
 
 
 
Additional
 
 
 
 
 
 
 
 
Common
 
Common
 
Paid In
 
Cumulative
 
Cumulative
 
 
 
 
 Shares
 
Shares
 
Capital
 
Net Income (Loss)
 
Distributions
 
Total
Balance at December 31, 2018
 
3,179

 
$
32

 
$
62,540

 
$
(2,904
)
 
$

 
$
59,668

Share grants
 

 

 
35

 

 

 
35

Net income
 

 

 

 
578

 

 
578

Distributions
 

 

 

 

 
(350
)
 
(350
)
Balance at March 31, 2019
 
3,179

 
32

 
62,575

 
(2,326
)
 
(350
)
 
59,931

Share grants
 
15

 

 
185

 

 

 
185

Share repurchases
 
(1
)
 

 
(6
)
 

 

 
(6
)
Net income
 

 

 

 
894

 

 
894

Distributions
 

 

 

 

 
(702
)
 
(702
)
Public offering
 
5,000

 
50

 
26,024

 

 

 
26,074

Balance at June 30, 2019
 
8,193

 
82

 
88,778

 
(1,432
)
 
(1,052
)
 
86,376

Share grants
 
53

 

 
80

 

 

 
80

Share repurchases
 
(6
)
 

 
(31
)
 

 

 
(31
)
Net income
 

 

 

 
2,056

 

 
2,056

Distributions
 

 

 

 

 
(1,802
)
 
(1,802
)
Balance at September 30, 2019
 
8,240

 
$
82

 
$
88,827

 
$
624

 
$
(2,854
)
 
$
86,679

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
3,126

 
$
31

 
$
62,135

 
$
(1,296
)
 
$

 
$
60,870

Share grants
 
2

 

 
20

 

 

 
20

Net loss
 

 

 

 
(949
)
 

 
(949
)
Balance at March 31, 2018
 
3,128

 
31

 
62,155

 
(2,245
)
 

 
59,941

Share grants
 
15

 

 
189

 

 

 
189

Net loss
 

 

 

 
(781
)
 

 
(781
)
Balance at June 30, 2018
 
3,143

 
31

 
62,344

 
(3,026
)
 

 
59,349

Share grants
 
46

 
1

 
109

 

 

 
110

Share repurchases
 
(2
)
 

 
(25
)
 

 

 
(25
)
Share grant forfeitures
 
(8
)
 

 
15

 

 

 
15

Net loss
 

 

 

 
(63
)
 

 
(63
)
Balance at September 30, 2018
 
3,179

 
$
32

 
$
62,443

 
$
(3,089
)
 
$

 
$
59,386



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


3

Table of Contents

TREMONT MORTGAGE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
 
 
Nine Months Ended September 30,
 
 
2019
 
2018
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income (loss)
 
$
3,528

 
$
(1,793
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
Share based compensation
 
300

 
349

Amortization of deferred financing costs
 
502

 
184

Amortization of loan origination and exit fees
 
(1,333
)
 
(145
)
Changes in operating assets and liabilities:
 
 
 
 
Accrued interest receivable
 
(367
)
 
(293
)
Prepaid expenses and other assets
 
136

 
5

Accounts payable, accrued liabilities and deposits
 
(176
)
 
275

Due to related persons
 
(101
)
 
(731
)
Net cash provided by (used in) operating activities
 
2,489

 
(2,149
)
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Origination of loans held for investment
 
(119,062
)
 
(81,519
)
Additional funding of loans held for investment
 
(4,835
)
 

Repayment of loans held for investment
 
53,610

 

Net cash used in investing activities
 
(70,287
)
 
(81,519
)
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Proceeds from master repurchase facility
 
92,983

 
21,583

Repayment of master repurchase facility
 
(34,312
)
 

Proceeds from RMR credit agreement
 
14,220

 

Repayment of RMR credit agreement
 
(14,220
)
 

Proceeds from note payable
 

 
31,690

Repayment of note payable
 
(31,690
)
 

Payments of deferred financing costs
 
(347
)
 
(1,045
)
Proceeds from issuance of common shares, net
 
26,074

 

Repurchase of common shares
 
(37
)
 
(25
)
Distributions
 
(2,854
)
 

Net cash provided by financing activities
 
49,817

 
52,203

 
 
 
 
 
Decrease in cash, cash equivalents and restricted cash
 
(17,981
)
 
(31,465
)
Cash, cash equivalents and restricted cash at beginning of period
 
27,335

 
61,666

Cash, cash equivalents and restricted cash at end of period
 
$
9,354

 
$
30,201

 
 
 
 
 
SUPPLEMENTAL DISCLOSURES:
 
 
 
 
Interest paid
 
$
4,974

 
$
382






4

Table of Contents



TREMONT MORTGAGE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
The table below provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:
 
 
As of September 30,
 
 
2019
 
2018
Cash and cash equivalents
 
$
9,244

 
$
30,101

Restricted cash
 
110

 
100

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
 
$
9,354

 
$
30,201


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Table of Contents
TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)


Note 1. Organization
Tremont Mortgage Trust, or, collectively with its consolidated subsidiaries, we, us or our, was organized as a real estate investment trust, or REIT, under Maryland law on June 1, 2017.
On September 18, 2017, we issued and sold 2,500,000 of our common shares of beneficial interest, par value $0.01 per share, or our common shares, at a price of $20.00 per share in our initial public offering, or our IPO. Concurrently with our IPO, we issued and sold an additional 600,000 of our common shares to Tremont Realty Advisors LLC, or our Manager, at the public offering price in a private placement. The aggregate proceeds from these sales were $62,000.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of Tremont Mortgage Trust and its consolidated subsidiaries are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2018, or our 2018 Annual Report.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the accompanying condensed consolidated financial statements include the fair value of financial instruments.
Cash, Cash Equivalents and Restricted Cash
We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
Restricted cash primarily consists of deposit proceeds from potential borrowers when originating loans, which may be returned to the applicable borrower upon the closing of the loan, after deducting any transaction costs paid by us for the benefit of such borrower.
Loans Held for Investment
Generally, our loans are classified as held for investment based upon our intent and ability to hold them until maturity. Loans that are held for investment are carried at cost, net of unamortized loan origination and accreted exit fees that are required to be recognized in the carrying value of the loans in accordance with GAAP, unless the loans are deemed to be impaired. Loans that we have a plan to sell or liquidate will be held at the lower of cost or fair value less cost to sell.
We evaluate each of our loans for impairment at least quarterly by assessing a variety of risk factors in relation to each loan and assigning a risk rating to each loan based on those factors. Factors considered in these evaluations include, but are not limited to, property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, risk of loss, current loan to value ratio, or LTV, debt yield, collateral performance, structure, exit plan and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk) as defined below:
"1" lower risk—Criteria reflects a sponsor having a strong financial condition and low credit risk and our evaluation of management's experience; collateral performance exceeding performance metrics included in the business plan or credit underwriting; and the property demonstrating stabilized occupancy and/or market rates, resulting in strong current cash flow and net operating income and/or having a very low LTV.

6

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


"2" average risk—Criteria reflects a sponsor having a stable financial condition and our evaluation of management's experience; collateral performance meeting or exceeding substantially all performance metrics included in the business plan or credit underwriting; and the property demonstrating improved occupancy at market rents, resulting in sufficient current cash flow and/or having a low LTV.
"3" acceptable risk—Criteria reflects a sponsor having a history of repaying loans at maturity and meeting its credit obligations and our evaluation of management's experience; collateral performance expected to meet performance metrics included in the business plan or credit underwriting; and the property having a moderate LTV. New loans and loans with a limited history will typically be assigned this rating and will be adjusted to other levels from time to time as appropriate.
"4" higher risk—Criteria reflects a sponsor having a history of unresolved missed or late payments, maturity extensions and difficulty timely fulfilling its credit obligations and our evaluation of management's experience; collateral performance failing to meet the business plan or credit underwriting; the existence of a risk of default possibly leading to a loss and/or potential weaknesses that deserve management’s attention; and the property having a high LTV.
"5" impaired/loss likely—Criteria reflects a very high risk of realizing a principal loss or having incurred a principal loss; a sponsor having a history of default payments, trouble fulfilling its credit obligations, deeds in lieu of foreclosures, and/or bankruptcies; collateral performance is significantly worse than performance metrics included in the business plan; loan covenants or performance milestones having been breached or not attained; timely exit via sale or refinancing being uncertain; and the property having a very high LTV.
See Note 4 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Our Portfolio” included in Part I, Item 2 of this Quarterly Report on Form 10-Q for a discussion regarding our current loan portfolio’s assessment under our internal risk rating policy.
Impairment occurs when it is deemed probable that we will not be able to collect all amounts due under a loan according to its contractual terms. Impairment will then be measured based on the present value of expected future cash flows discounted at the loan’s contractual effective rate and the fair value of any available collateral, net of any costs we expect to incur to realize that value. The determination of whether loans are impaired involves judgments and assumptions based on objective and subjective factors. Consideration will be given to various factors, such as business plans, property occupancies, tenant profiles, rental rates, operating expenses and borrowers’ repayment plans, among others, and will require significant judgments, including assumptions regarding the values of loans, the values of underlying collateral and other circumstances, such as guarantees, if any. Upon measurement of an impairment, we will record an allowance to reduce the carrying value of the loan accordingly, and record a corresponding charge to net income in our condensed consolidated statements of operations.
As of September 30, 2019, we have not recorded any allowance for losses as we believe it is probable that we will collect all amounts due pursuant to the contractual terms of our loans.
Repurchase Agreements
Loans financed through repurchase agreements are treated as collateralized financing transactions, unless they meet sales treatment under GAAP. Pursuant to GAAP treatment of collateralized financing transactions, loans financed through repurchase agreements remain on our condensed consolidated balance sheet as assets, and cash received from the purchasers is recorded on our condensed consolidated balance sheet as liabilities. Interest paid in accordance with repurchase agreements is recorded as interest expense.
Revenue Recognition
Interest income related to our first mortgage whole loans secured by commercial real estate, or CRE, will generally be accrued based on the coupon rates applied to the outstanding principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into interest income over the remaining lives of the loans using the effective interest method, as adjusted for any prepayments.
If a loan's interest or principal payments are not paid when due and there is uncertainty that such payments will be collected, the loan may be categorized as non-accrual and no interest will be recorded unless it is collected. When all overdue payments are collected and, in our judgment, a loan is likely to remain current, it may be re-categorized as accrual.
Note 3. Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for

7

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As an emerging growth company that has opted to take advantage of the extended transition period, we expect to adopt ASU No. 2016-13 on January 1, 2022. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements.
Note 4. Loans Held for Investment
We originate first mortgage whole loans secured by middle market and transitional CRE and related instruments which are generally to be held as long term investments. To fund our loan originations to date, we used cash on hand, advancements under our master repurchase facility with Citibank, N.A., or Citibank, or our Master Repurchase Facility, and borrowings under our former term loan facility, in the form of a note payable, with Texas Capital Bank, National Association, or Texas Capital Bank, or the TCB note payable. See Note 5 for further information regarding our debt agreements.
The table below details overall statistics for our loan portfolio:    
 
 
Balance at September 30, 2019
 
Balance at December 31, 2018
Number of loans
 
10

 
7

Total loan commitments
 
$
227,157

 
$
154,802

Unfunded loan commitments (1)
 
$
18,813

 
$
17,673

Principal balance
 
$
208,344

 
$
137,129

Unamortized net deferred origination fees
 
$
(880
)
 
$
(1,285
)
Carrying value
 
$
207,464

 
$
135,844

Weighted average coupon rate
 
5.85
%
 
6.14
%
Weighted average all in yield (2)
 
6.51
%
 
6.82
%
Weighted average maximum maturity (years) (3)
 
3.6

 
4.7

Weighted average LTV
 
70
%
 
70
%
(1)
Unfunded commitments will primarily be funded to finance property and building improvements and leasing capital. These commitments will generally be funded over the term of each loan.
(2)
All in yield includes the amortization of deferred fees over the initial term of the loan.
(3)
Maximum maturity assumes all extension options are exercised, which options are subject to the borrower meeting certain conditions.
The table below details our loan activities for the three months ended September 30, 2019:
 
 
Principal Balance
 
Deferred Fees
 
Carrying Value
Balance at beginning of period
 
$
260,488

 
$
(1,531
)
 
$
258,957

Additional funding
 
1,466

 

 
1,466

Repayments
 
(53,610
)
 
449

 
(53,161
)
Net amortization of deferred fees
 

 
202

 
202

Balance at end of period
 
$
208,344

 
$
(880
)
 
$
207,464


The table below details our loan activities for the nine months ended September 30, 2019:

 
Principal Balance
 
Deferred Fees
 
Carrying Value
Balance at beginning of period
 
$
137,129

 
$
(1,285
)
 
$
135,844

Additional funding
 
4,835

 

 
4,835

Originations
 
119,990

 
(928
)
 
119,062

Repayments
 
(53,610
)
 
449

 
(53,161
)
Net amortization of deferred fees
 

 
884

 
884

Balance at end of period
 
$
208,344

 
$
(880
)
 
$
207,464


8

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


The tables below detail the property type and geographic distribution of the properties securing the loans included in our portfolio at September 30, 2019:
Property Type
 
Number of Loans
 
Carrying Value
 
Percentage of Value
Office
 
3

 
$
56,816

 
27
%
Hotel
 
1

 
23,068

 
11
%
Retail
 
3

 
40,882

 
20
%
Multifamily
 
2

 
51,911

 
25
%
Industrial
 
1

 
34,787

 
17
%

 
10

 
$
207,464

 
100
%
Geographic Location
 
Number of Loans
 
Carrying Value
 
Percentage of Value
East
 
2

 
$
59,205

 
29
%
South
 
5

 
102,548

 
49
%
West
 
1

 
6,376

 
3
%
Midwest
 
2

 
39,335

 
19
%

 
10

 
$
207,464

 
100
%

Loan Risk Ratings
We evaluate each of our loans for impairment at least quarterly by assessing a variety of risk factors in relation to each loan and assigning a risk rating to each loan based on those factors. Factors considered in these evaluations include, but are not limited to, property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, risk of loss, current LTV, debt yield, collateral performance, structure, exit plan and sponsorship.
At September 30, 2019, we had 10 first mortgage whole loans with an aggregate carrying value of $207,464. Based on our internal risk rating policy, each of these loans was assigned a "3" acceptable risk rating at September 30, 2019. We did not have any impaired loans, non-accrual loans or loans in maturity default as of September 30, 2019; thus, we did not record a reserve for loan loss. See Note 2 for a discussion regarding the risk rating system that we use in evaluating our portfolio.
Note 5. Debt Agreements
At September 30, 2019, our debt agreements included our Master Repurchase Facility.
 
 
Debt Obligation
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average
 
Collateral
 
 
Maximum Facility Size
 
Principal Balance
 
Carrying Value
 
Coupon Rate
 
Remaining
Maturity (1) (years)
 
Principal Balance
 
Fair
Value (2)
September 30, 2019:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Master repurchase facility
 
$
213,482

 
$
131,253

 
$
130,312

 
L + 2.00%
 
1.8
 
$
208,344

 
$
208,647

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Master repurchase facility
 
$
135,000

 
$
72,582

 
$
71,691

 
L + 2.08%
 
2.6
 
$
97,516

 
$
98,232

Note payable
 
32,290

 
31,690

 
31,485

 
L + 2.15%
 
2.6
 
39,613

 
39,640

(1)
The weighted average remaining maturity is determined using the current maturity date of the corresponding loans, excluding extension options.
(2)
See Note 6 for further discussion of our financial assets and liabilities not carried at fair value.
Until May 23, 2019, we were a party to a credit agreement with our Manager as lender, or the RMR Credit Agreement. Following our repayment of the approximate $14,220 balance then outstanding under the RMR Credit Agreement, the RMR Credit Agreement was terminated. See below in this Note 5 for information regarding the RMR Credit Agreement.
Until August 9, 2019, we were a party to the TCB note payable. Following our repayment of the $31,790 outstanding principal and accrued interest under the TCB note payable, the TCB note payable terminated in accordance with its terms. See below in this Note 5 for information regarding the TCB Note Payable.

9

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


For the three months ended September 30, 2019, we recorded interest expense of $1,563 and $155 in connection with our Master Repurchase Facility and the TCB note payable, respectively. For the nine months ended September 30, 2019, we recorded interest expense of $4,126, $891 and $39 in connection with our Master Repurchase Facility, the TCB note payable and the RMR Credit Agreement, respectively.
At September 30, 2019, our outstanding borrowings had the following remaining maturities:
Year
 
Principal payments on
Master Repurchase Facility (1)
2019
 
$

2020
 
26,395

2021
 
104,858

2022
 

2023
 

 
 
$
131,253

(1)
The allocation of our outstanding borrowings under our Master Repurchase Facility is based on the current maturity date of each loan investment with respect to which the individual borrowing relates.
Master Repurchase Facility
On February 9, 2018, one of our wholly owned subsidiaries entered into agreements to govern our Master Repurchase Facility, or collectively, as amended, our Master Repurchase Agreement, pursuant to which we may sell to, and later repurchase from, Citibank, floating rate mortgage loans and other related assets, or purchased assets. At that time, our Master Repurchase Facility provided up to $100,000 for advancements. On November 6, 2018, we amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the facility from $100,000 to $135,000 and to change its stated expiration date from February 9, 2021 to November 6, 2021, subject to earlier termination as provided for in our Master Repurchase Agreement.
On February 4, 2019, we increased the maximum amount available for advancement under our Master Repurchase Facility from $135,000 to $210,000 and on May 1, 2019, in connection with an increase in commitment under the RMR Credit Agreement, we further increased the maximum amount available for advancement under our Master Repurchase Facility from $210,000 to $250,000, in each case with the additional advancements being available for borrowing under our Master Repurchase Facility if and as we borrowed under the RMR Credit Agreement or if and as we received proceeds from any public offering of our common shares or preferred equity, as further provided in our Master Repurchase Agreement. In connection with the February 2019 increase, certain other provisions of our Master Repurchase Agreement were amended to accommodate the RMR Credit Agreement. In May 2019, we completed an underwritten public offering, or the Offering, as further described in Note 7, we repaid the outstanding borrowings under the RMR Credit Agreement and the RMR Credit Agreement was terminated and the maximum amount available for advancement under our Master Repurchase Facility was reduced to $213,482.
Under our Master Repurchase Agreement, the initial purchase price paid by Citibank for each purchased asset is up to 75% of the lesser of the market value of the purchased asset or the unpaid principal balance of such purchased asset, subject to Citibank’s approval. Upon the repurchase of a purchased asset, we are required to pay Citibank the outstanding purchase price of the purchased asset, accrued interest and all accrued and unpaid expenses of Citibank relating to such purchased asset. The price differential (or interest rate) relating to a purchased asset is equal to LIBOR plus a premium of 200 to 250 basis points, determined by the yield of the purchased asset and the property type of the purchased asset’s real estate collateral. Citibank has the discretion under our Master Repurchase Agreement to advance at higher margins than 75% and at premiums of less than 200 basis points. The weighted average interest rate for borrowings under our Master Purchase Facility was 4.27% and 4.35% for the three months ended September 30, 2019 and 2018, respectively, and 4.42% and 4.34% for the nine months ended September 30, 2019 and 2018, respectively.
In connection with our Master Repurchase Agreement, we entered into a guaranty which requires us to pay the purchase price, purchase price differential and any costs and expenses of Citibank related to our Master Repurchase Agreement. This guaranty also requires us to comply with customary financial covenants, which include the maintenance of a minimum tangible net worth, minimum cash liquidity, a total indebtedness to tangible net worth ratio and a minimum interest coverage ratio. These maintenance provisions provide Citibank with the right, in certain circumstances related to a credit event, as defined in our Master Repurchase Agreement, to re-determine the value of purchased assets. Where a decline in the value of

10

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


purchased assets has resulted in a margin deficit, Citibank may require us to eliminate such margin deficit through a combination of purchased asset repurchases and cash transfers to Citibank, subject to Citibank's approval.
Our Master Repurchase Agreement also provides for acceleration of the date of repurchase of the purchased assets and Citibank’s liquidation of the purchased assets upon the occurrence and continuation of certain events of default, including a change of control of us, which includes our Manager ceasing to act as our sole manager or to be a wholly owned subsidiary of The RMR Group LLC, or RMR LLC. As of September 30, 2019, we believe we were in compliance with the terms and conditions of the covenants of our Master Repurchase Agreement and the related guaranty.
On August 23, 2019, we received $14,635 of repayment proceeds from the borrower on its loan held for investment that was used to refinance an office building located in Scarsdale, NY, which included the $13,997 of principal outstanding under the loan, as well as the accrued interest, an exit fee, prepayment premium and our associated legal expenses. We were required to use $10,422 of these repayment proceeds to repay the outstanding balance and accrued interest under our Master Repurchase Facility associated with this loan, and we used the remaining proceeds to pay down additional outstanding balances under our Master Repurchase Facility. Further, on August 13, 2019, we used $8,000 of proceeds from the repayment of the JFK loan by the borrower, as described below, to pay down additional outstanding balances under our Master Repurchase Facility.
As of September 30, 2019, we had $24,203 available for immediate advancement under our Master Repurchase Facility from loans currently pledged under our Master Repurchase Facility, and $58,026 of unused capacity under our Master Repurchase Facility subject to our identifying suitable first mortgage whole loans for investment.
Note Payable
In July 2018, we closed a $40,363 loan, of which $39,613 was funded by us at closing to finance the acquisition of the Hampton Inn JFK, a 216 key, 13 story hotel located adjacent to the John F. Kennedy International Airport in Queens, NY, or the JFK loan. On August 9, 2019, the borrower repaid the $39,613 principal amount outstanding under the JFK loan, together with accrued interest, an exit fee and our associated legal expenses, for a total payoff amount of $39,922.
In connection with the JFK loan, one of our wholly owned subsidiaries entered into the TCB note payable, which advanced up to 80% of the JFK loan amount from time to time and was scheduled to mature in July 2021. Upon repayment of the JFK loan by the borrower in August 2019, we were required to repay the $31,690 principal amount outstanding under the TCB note payable, together with accrued interest, for a total payoff amount of $31,790. Following such repayment, the TCB note payable terminated in accordance with its terms. Interest payable on amounts advanced under the TCB note payable was calculated at a floating rate based on LIBOR plus a premium of 215 basis points. In connection with the TCB note payable, we entered into a guaranty with Texas Capital Bank pursuant to which we guaranteed 25% of the TCB note payable amount plus all related interest and costs, which guaranty was released upon repayment of the TCB note payable.
The remaining proceeds from the repayment of the JFK loan by the borrower, after our repayment of the TCB note payable, were used to pay down outstanding balances under our Master Repurchase Facility.
RMR Credit Agreement
On February 4, 2019, we entered into the RMR Credit Agreement, pursuant to which, from time to time until August 4, 2019, the scheduled expiration date of the RMR Credit Agreement, we were able to borrow up to $25,000 and, beginning May 3, 2019, $50,000 in subordinated unsecured loans at a rate of 6.50% per annum. In May 2019, we borrowed $14,220 under the RMR Credit Agreement to fund additional investments in first mortgage whole loans. Also in May 2019, we completed the Offering. Subsequently, in May 2019, we repaid the approximate $14,220 balance then outstanding under the RMR Credit Agreement with a portion of the Offering proceeds and the RMR Credit Agreement was terminated. In connection with this repayment and termination, we paid our Manager approximately $39 of interest and $7 of fees. See Note 7 for further information regarding the Offering. We have historical and continuing relationships with our Manager. See Notes 8 and 9 for further information regarding these relationships and related party transactions.
Note 6. Fair Value of Financial Instruments
ASC 820, Fair Value Measurements, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level I), and the lowest priority to unobservable inputs (Level III). A financial asset’s or financial liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is

11

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
As of September 30, 2019 and December 31, 2018, the carrying values of cash and cash equivalents, restricted cash and accounts payable approximated their fair values due to the short term nature of these financial instruments. At September 30, 2019 and December 31, 2018, the outstanding principal balances under our Master Repurchase Facility, and at December 31, 2018, the outstanding principal balance under the TCB note payable approximated their fair values, as interest was based on floating rates based on LIBOR plus a spread, and the spread was consistent with those demanded by the market.
We estimate the fair values of our loans held for investment by using Level III inputs, including discounted cash flow analyses and currently prevailing market terms as of the measurement date, determined by significant unobservable market inputs, which include holding periods, discount rates based on LTV, property types and loan pricing expectations which are corroborated by a comparison with other market participants to determine the appropriate market spread to add to the one month LIBOR (Level III inputs as defined in the fair value hierarchy under GAAP).
The table below provides information regarding financial assets and liabilities not carried at fair value on a recurring basis in our condensed consolidated balance sheets:
 
 
September 30, 2019
 
December 31, 2018
 
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Financial assets
 
 
 
 
 
 
 
 
Loans held for investment
 
$
207,464

 
$
208,647

 
$
135,844

 
$
137,872

Financial liabilities
 
 
 
 
 
 
 
 
Master Repurchase Facility
 
130,312

 
131,253

 
71,691

 
72,582

Note payable
 

 

 
31,485

 
31,690



There were no transfers of financial assets or liabilities within the fair value hierarchy during the three or nine months ended September 30, 2019.
Note 7. Shareholders' Equity
May 2019 Offering
On May 21, 2019, we completed the Offering. In the Offering, we issued and sold 5,000,000 of our common shares at a price of $5.65 per share for total net proceeds of $26,074, after deducting the underwriting discounts and commissions and other expenses. Our Manager purchased 1,000,000 of our common shares in the Offering at the public offering price, without the payment of any underwriting discounts. We used the net proceeds of the Offering to repay the approximate $14,220 balance then outstanding under the RMR Credit Agreement and to reduce borrowings under our Master Repurchase Facility by approximately $11,900. After repayment of the outstanding balance under the RMR Credit Agreement, the RMR Credit Agreement was terminated. See Note 5 for further information regarding the RMR Credit Agreement.
Common Share Issuances and Repurchases
On April 5, 2019, we purchased an aggregate of 644 of our common shares, valued at $9.39 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, from a former officer of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.
On April 24, 2019, we granted 3,000 of our common shares, valued at $10.36 per share, the closing price of our common shares on Nasdaq on that day, to each of our five Trustees as part of their annual compensation.
On July 3, 2019, we purchased an aggregate of 704 of our common shares, valued at $4.03 per common share, the closing price of our common shares on Nasdaq on that day, from a former officer of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

12

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


On September 18, 2019, we granted an aggregate of 53,300 shares, valued at $4.55 per share, the closing price of our common shares on Nasdaq on that day to our officers and certain other employees of our Manager and of RMR LLC under our equity compensation plan.
On September 25, 2019, we purchased an aggregate of 5,712 of our common shares valued at $4.82 per common share, the closing price of our common shares on Nasdaq on that day from our officers and certain other employees of our Manager and of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.
Distributions
During the nine months ended September 30, 2019, we declared and paid regular quarterly distributions to common shareholders as follows:
Record Date
 
Payment Date
 
Distribution Per Share
 
Total Distribution
January 28, 2019
 
February 21, 2019
 
$0.11
 
$350
April 29, 2019
 
May 16, 2019
 
$0.22
 
$702
July 29, 2019
 
August 15, 2019
 
$0.22
 
$1,802


On October 17, 2019, we declared a regular quarterly distribution to common shareholders of record on October 28, 2019 of $0.22 per common share, or approximately $1,813. We expect to pay this distribution on or about November 14, 2019.
Note 8. Management Agreement with our Manager
We have no employees. The personnel and various services we require to operate our business are provided to us by our Manager pursuant to a management agreement, which provides for the day to day management of our operations by our Manager, subject to the oversight and direction of our Board of Trustees.
In June 2018, our Manager agreed to waive any base management fees otherwise due and payable pursuant to our management agreement for the period beginning July 1, 2018 until June 30, 2020. In addition, our Manager also agreed that no incentive fee will be paid or payable by us for the 2018 or 2019 calendar years. As a result, we did not recognize any base management fees or incentive fees for the three or nine months ended September 30, 2019 and the three months ended September 30, 2018. If our Manager had not agreed to waive these fees, we would have recognized $322 and $812 of base management fees for the three and nine months ended September 30, 2019, respectively, and no incentive fees for the three and nine months ended September 30, 2019. Pursuant to our management agreement, we recognized $0 and $447 of base management fees for the three and nine months ended September 30, 2018, respectively, and no incentive fees for the three or nine months ended September 30, 2018. If our Manager had not agreed to waive these fees, we would have recognized $222 of base management fees for the three months ended September 30, 2018, which would have resulted in us recognizing $669 of total base management fees for the nine months ended September 30, 2018 (including the $447 of business management fees actually recognized) and no incentive fees for the three and nine months ended September 30, 2018.
Our Manager, and not us, is responsible for the costs of its employees who provide services to us, including the cost of our Manager’s personnel who originate our loans, unless any such payment or reimbursement is specifically approved by a majority of our Independent Trustees, is a shared services cost or relates to awards made under any equity compensation plan adopted by us. We are generally required to pay or to reimburse our Manager and its affiliates for all other costs and expenses of our operations. Some of these overhead, professional and other services are provided by RMR LLC pursuant to a shared services agreement between our Manager and RMR LLC. We reimburse our Manager for shared services costs our Manager pays to RMR LLC and its affiliates, and these reimbursements may include an allocation of the cost of personnel employed by RMR LLC and our share of RMR LLC’s costs for providing our internal audit function, with such shared services costs subject to approval by a majority of our Independent Trustees at least annually. We incurred shared services costs of $370 and $375 payable to our Manager as reimbursement for shared services costs it paid to RMR LLC for the three months ended September 30, 2019 and 2018, respectively, and $1,110 and $1,125 for the nine months ended September 30, 2019 and 2018, respectively. We include these amounts in reimbursement of shared services expenses or general and administrative expenses, as applicable, in our condensed consolidated statements of operations.

13

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


Note 9. Related Person Transactions
We have relationships and historical and continuing transactions with our Manager, RMR LLC, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and which have trustees, directors and officers who are also our Trustees or officers.
Our Manager, Tremont Realty Advisors LLC. We have a management agreement with our Manager to provide management services to us. See Note 8 for further information regarding our management agreement with our Manager.
We were formerly a 100% owned subsidiary of our Manager. Our Manager is our largest shareholder and, as of September 30, 2019, owned 1,600,100 of our common shares, or approximately 19.4% of our outstanding common shares. Included in those shares are the 1,000,000 of our common shares that our Manager purchased in the Offering. See Note 7 for further information regarding the Offering.
Each of our Managing Trustees and officers is also a director or officer of our Manager and of RMR LLC.
Until May 23, 2019, we were a party to the RMR Credit Agreement with our Manager. See Note 5 for information regarding the RMR Credit Agreement.
RMR Inc. and RMR LLC. Our Manager is a subsidiary of RMR LLC, which is a majority owned subsidiary of RMR Inc., and RMR Inc. is the managing member of RMR LLC. The controlling shareholder of RMR Inc. is ABP Trust. Adam D. Portnoy, one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, a managing director, president and chief executive officer of RMR Inc., a director of our Manager and an officer and employee of RMR LLC. David M. Blackman, our other Managing Trustee and our President and Chief Executive Officer, also serves as the president, chief executive officer and a director of our Manager and is an officer and employee of RMR LLC. RMR LLC provides certain shared services to our Manager that are applicable to us, and we reimburse our Manager for the amount it pays for those services. See Note 8 for further information regarding this shared services arrangement.
For further information about these and other such relationships and certain other related person transactions, refer to our 2018 Annual Report.
Note 10. Income Taxes
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the IRC. Accordingly, we generally are not, and will not be, subject to U.S. federal income tax, provided that we meet certain distribution and other requirements. We are subject to certain state and local taxes, certain of which amounts are or will be reported as income taxes in our condensed consolidated statements of operations.
Note 11. Weighted Average Common Shares
We calculate basic earnings per share, or EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the relevant period. We calculate diluted EPS using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common share issuances and the related impact on earnings (loss), are considered when calculating diluted earnings (loss) per share. For the three and nine months ended September 30, 2019, 39,024 and 15,037 unvested common shares, respectively, were excluded from the calculation of diluted earnings (loss) per share because to do so would have been antidilutive. Due to net losses incurred during the three and nine months ended September 30, 2018, basic weighted average shares is equal to diluted weighted average shares for such periods. As a result, 2,204 and 1,071 restricted unvested common shares were excluded from the computation of diluted EPS for the three and nine months ended September 30, 2018, respectively.


14

TREMONT MORTGAGE TRUST
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except per share data)


Note 12. Commitments and Contingencies
Unfunded Commitments
As of September 30, 2019, we had unfunded commitments of $18,813 related to our loans held for investment. Unfunded commitments will generally be funded to finance property and building improvements and leasing capital over the term of the applicable loan. Unfunded commitments are not reflected in our condensed consolidated balance sheets. Loans held for investment related to our unfunded commitments had a weighted average initial maturity of 2 years. See Note 4 for further information regarding loans held for investment.
Borrowings
As of September 30, 2019, we had an aggregate of $131,253 in principal amount outstanding under our Master Repurchase Facility with a weighted average life to maturity of 1.8 years. See Note 5 for further information regarding our secured debt agreements.

15

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and in our 2018 Annual Report.
OVERVIEW (dollars in thousands, except per share data)
We are a REIT that was organized under Maryland law in 2017. We focus on originating and investing in first mortgage whole loans secured by middle market and transitional CRE. We define middle market CRE as commercial properties that have values up to $75,000 and transitional CRE as commercial properties subject to redevelopment or repositioning activities that are expected to increase the value of the properties. These assets are classified as loans held for investment in our consolidated balance sheets. Loans held for investment are reported at cost, net of any unamortized loan fees and origination costs as applicable, unless the assets are deemed impaired.
Our Manager is registered with the Securities and Exchange Commission, or SEC, as an investment adviser under the Investment Advisers Act of 1940, as amended. We believe that our Manager provides us with significant experience and expertise in investing in middle market and transitional CRE.
We operate our business in a manner consistent with our qualification for taxation as a REIT under the IRC. As such, we generally are not subject to U.S. federal income tax, provided that we meet certain distribution and other requirements. We also operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act.
Book Value per Common Share
The table below calculates our book value per common share (amounts in thousands, except per share data):
 
September 30, 2019
 
December 31, 2018
Shareholders' equity
$
86,679

 
$
59,668

Total outstanding common shares
8,240

 
3,179

Book value per common share
$
10.52

 
$
18.77

Our Portfolio
As of September 30, 2019, our portfolio of investments consisted of 10 first mortgage whole loans with an aggregate carrying value of $207,464. Based on our internal risk rating policy, each of these loans was assigned a "3" acceptable risk rating at September 30, 2019. We did not have any impaired loans, non-accrual loans or loans in maturity default as of September 30, 2019; thus, we did not record a reserve for loan loss. See Notes 2 and 4 to the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion regarding the risk rating system that we use in evaluating our loans held for investment.
The table below details overall statistics for our loan portfolio as of September 30, 2019:
 
 
Balance at September 30, 2019
Number of loans
 
10

Total loan commitments
 
$
227,157

Unfunded loan commitments (1)
 
$
18,813

Principal balance
 
$
208,344

Unamortized net deferred origination fees
 
$
(880
)
Carrying value
 
$
207,464

Weighted average coupon rate
 
5.85
%
Weighted average all in yield (2)
 
6.51
%
Weighted average maximum maturity (years) (3)
 
3.6

Weighted average LTV
 
70
%
(1)  
Unfunded commitments will primarily be funded to finance property and building improvements and leasing capital. These commitments will generally be funded over the term of each loan.
(2)
All in yield includes the amortization of deferred fees over the initial term of the loan.
(3)
Maximum maturity assumes all extension options are exercised, which options are subject to the borrower meeting certain conditions.

16

Table of Contents

Loan Portfolio Details
The table below details our loan portfolio as of September 30, 2019:
Location
 
Property Type
 
Origination Date
 
Committed Principal Amount
 
Principal
Balance
 
Coupon Rate
 
All in
Yield (1)
 
Maximum Maturity(2)
(date)
 
LTV(3)
 
Risk Rating
First mortgage whole loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Metairie, LA
 
Office
 
04/11/2018
 
$
18,102

 
$
16,679

 
L + 5.00%
 
L + 5.66%
 
04/11/2023
 
79%
 
3
Houston, TX
 
Office
 
06/26/2018
 
15,200

 
13,719

 
L + 4.00%
 
L + 4.61%
 
06/26/2023
 
69%
 
3
Paradise Valley, AZ
 
Retail
 
11/30/2018
 
12,790

 
6,400

 
L + 4.25%
 
L + 6.16%
 
11/30/2022
 
48%
 
3
St. Louis, MO
 
Office
 
12/19/2018
 
29,500

 
26,637

 
L + 3.25%
 
L + 3.76%
 
12/19/2023
 
72%
 
3
Atlanta, GA
 
Hotel
 
12/21/2018
 
24,000

 
23,218

 
L + 3.25%
 
L + 3.73%
 
12/21/2023
 
62%
 
3
Rochester, NY
 
Multifamily
 
01/22/2019
 
24,550

 
24,550

 
L + 3.25%
 
L + 3.86%
 
01/22/2024
 
74%
 
3
Coppell, TX
 
Retail
 
02/05/2019
 
22,915

 
21,751

 
L + 3.50%
 
L + 4.26%
 
02/05/2021
 
73%
 
3
Barrington, NJ
 
Industrial
 
05/06/2019
 
37,600

 
34,900

 
L + 3.50%
 
L + 4.05%
 
05/06/2023
 
79%
 
3
Houston, TX
 
Multifamily
 
05/10/2019
 
28,000

 
27,475

 
L + 3.50%
 
L + 4.37%
 
11/10/2022
 
56%
 
3
Omaha, NE
 
Retail
 
06/14/2019
 
14,500

 
13,015

 
L + 3.65%
 
L + 4.05%
 
06/14/2024
 
77%
 
3
Total/weighted average
 
$
227,157

 
$
208,344

 
L + 3.60%
 
L + 4.25%
 

 
70%
 
3
(1)
All in yield includes the amortization of deferred fees.
(2)
Maximum maturity assumes all extension options are exercised, which options are subject to the borrower meeting certain conditions.
(3)
LTV represents the initial loan amount divided by the underwritten in-place value at closing.

In September 2019, we entered a loan application with a borrower for a first mortgage bridge whole loan with a total commitment of $22,582 to refinance a three building office portfolio located in Dublin, OH.

In October 2019, we entered into a loan application with a borrower for a first mortgage bridge whole loan with a total commitment of $18,010 to refinance a student housing property located in Orono, ME.

Financing Activities
On May 21, 2019, we issued and sold 5,000,000 of our common shares at a price of $5.65 per share in the Offering for total net proceeds of $26,074, after deducting the underwriting discounts and commissions and other expenses. Our Manager purchased 1,000,000 of our common shares in the Offering at the public offering price, without the payment of any underwriting discounts. We used the net proceeds of the Offering to repay the approximate $14,220 balance then outstanding under the RMR Credit Agreement and to reduce borrowings under our Master Repurchase Facility by approximately $11,900. After repayment of the outstanding balance under the RMR Credit Agreement, the RMR Credit Agreement was terminated. 
During the quarter ended September 30, 2019, we repaid the $31,690 outstanding principal balance, plus accrued interest under the TCB note payable and $22,412 of outstanding principal balances under our Master Repurchase Facility with the repayment proceeds noted above, and the TCB note payable was terminated in accordance with its terms. As of September 30, 2019, we had $24,203 available for immediate advancement under our Master Repurchase Facility from loans currently pledged pursuant to our Master Repurchase Facility and $58,026 of unused capacity Master Repurchase Facility subject to our identifying suitable first mortgage whole loans for investment.
The table below is an overview of our debt agreements that provided financing for our loans held for investment as of September 30, 2019 and December 31, 2018:
 
 
Initial Maturity Date
 
Principal Balance
 
Unused Capacity
 
Maximum Facility Size
 
Collateral Principal Balance
September 30, 2019:
 
 
 
 
 
 
 
 
 
 
Master repurchase facility
 
11/06/2021
 
$
131,253

 
$
82,229

 
$
213,482

 
$
208,344

December 31, 2018:
 
 
 
 
 
 
 
 
 
 
Master repurchase facility
 
11/06/2021
 
$
72,582

 
$
62,418

 
$
135,000

 
$
97,516

Note payable
 
07/19/2021
 
31,690

 
600

 
32,290

 
39,613


17

Table of Contents

The table below details our debt activities for the three months ended September 30, 2019:
 
 
Master Repurchase Agreement
 
Note Payable
 
Total
Balance at beginning of period
 
$
152,620

 
$
31,523

 
$
184,143

Borrowings
 

 

 

Repayments
 
(22,412
)
 
(31,690
)
 
(54,102
)
Deferred Fees
 
(7
)
 
1

 
(6
)
Amortization of Deferred Fees
 
111

 
166

 
277

Balance at end of period
 
$
130,312

 
$

 
$
130,312

The table below details our debt activities for the nine months ended September 30, 2019:
 
 
Master Repurchase Agreement
 
Note Payable
 
RMR Credit Agreement
 
Total
Balance at beginning of period
 
71,691

 
31,485

 
$

 
103,176

Borrowings
 
92,983