UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~FORM 10-Q~~



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

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2019

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



☐	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)	~~82-1719041~~ (IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA02458-1634

(Address of Principal Executive Offices) �� (Zip Code)

Registrant’s Telephone Number, Including Area Code ~~617-796-8317~~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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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 ☒
~~(Do not check if a 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 13, 2017: 3,100,100~~August 5, 2019: 8,192,469

TREMONT MORTGAGE TRUST

FORM 10-Q

~~September~~June 30, ~~2017~~2019

INDEX



		Page
PART I	Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance ~~Sheet~~Sheets — ~~September~~June 30, ~~2017~~2019 and December 31, 2018	1
	Condensed Consolidated Statements of Operations — Three and Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~June 1, 2017 (Inception) through September 30, 2017~~2018	2
	~~Statement~~Condensed Consolidated Statements of ~~Cash Flow~~Shareholders’ Equity — Three and Six Months Ended June ~~1, 2017 (Inception) through September~~ 30, ~~2017~~2019 and 2018	3
	~~Notes to Financial~~Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2019 and 2018	4
	~~Item 2.~~ Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	715
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1023
Item 4.	Controls and Procedures	1024
	Warning Concerning ~~Forward Looking~~Forward-Looking Statements	1025
PART II	Other Information	1429
Item 1A.	Risk Factors	1429
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1429
Item 6.	Exhibits	1430
	Signatures	1531

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.

PART I.Financial Information

Item 1. Financial Statements

TREMONT MORTGAGE TRUST

CONDENSED CONSOLIDATED BALANCE ~~SHEET~~SHEETS

(~~amounts~~dollars in thousands, except per share data)

(unaudited)


	September 30,			June 30,			December 31,
	2017			2019			2018
Assets
ASSETS
Cash and cash equivalents	$	61,954		$	11,467		$	27,024
Restricted cash				—			311
Loans held for investment, net				258,957			135,844
Accrued interest receivable				869			344
Due from related persons				12			—
Prepaid expenses and other assets				299			390
Total assets	$	61,954		$	271,604		$	163,913

Liabilities and Shareholders' Equity
Accounts payable and other liabilities	$	75
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, accrued liabilities and deposits				$	1,085		$	935
Master repurchase facility, net				152,620			71,691
Note payable, net				31,523			31,485
Due to related persons	115			—			134
Total liabilities	190			185,228			104,245

Commitments and contingencies

Shareholders' Equity:
Common shares of beneficial interest, $0.01 par value per share; 25,000,000 shares authorized; 3,100,100 shares issued and outstanding	31
Shareholders' equity:
Common shares of beneficial interest, $0.01 par value per share; 25,000,000 shares authorized; 8,193,173 and 3,178,817 shares issued and outstanding, respectively				82			32
Additional paid in capital	61,971			88,778			62,540
Cumulative net loss	(238		)	(1,432		)	(2,904		)
Cumulative distributions				(1,052		)	—
Total shareholders’ equity	61,764			86,376			59,668
Total liabilities and shareholders' equity	$	61,954		$	271,604		$	163,913

~~See~~

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

TREMONT MORTGAGE TRUST

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(unaudited)

Three Months Ended September 30, 2017 June 1, 2017 (inception) through September 30, 2017
Interest Income:
Interest income from investments $ 23
$ 23

Expenses:
General and administrative expenses 261
261
Net loss $ (238 ) $ (238 )

Weighted average common shares outstanding - basic and diluted 438
330

Net loss per common share - basic and diluted $ (0.54 ) $ (0.72 )



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
INCOME FROM INVESTMENTS:
Interest income from investments	$	3,913		$	495		$	6,913		$	728
Less: interest and related expenses	(2,031		)	(66		)	(3,580		)	(103		)
Income from investments, net	1,882			429			3,333			625

OTHER EXPENSES:
Management fees	—			222			—			447
General and administrative expenses	618			613			1,121			1,158
Reimbursement of shared services expenses	370			375			740			750
Total expenses	988			1,210			1,861			2,355

Net income (loss)	$	894		$	(781	)	$	1,472		$	(1,730	)

Weighted average common shares outstanding - basic and diluted	5,401			3,123			4,275			3,117

Net income (loss) per common share - basic and diluted	$	0.16		$	(0.25	)	$	0.34		$	(0.55	)

~~See~~

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

TREMONT MORTGAGE TRUST

~~STATEMENT~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands)

(unaudited)



	Number of				Additional
	Common		Common		Paid In			Cumulative			Cumulative
	Shares		Shares		Capital			Net 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		)
Issuance of shares, net	5,000		50		26,024			—			—			26,074
Balance at June 30, 2019	8,193		$	82	$	88,778		$	(1,432	)	$	(1,052	)	$	86,376

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

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

TREMONT MORTGAGE TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH ~~FLOW~~FLOWS

(dollars in thousands)

(unaudited)



	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,472		$	(1,730	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share based compensation	220			209
Amortization of deferred financing costs	225			103
Amortization of loan origination and exit fees	(682		)	(32		)
Changes in operating assets and liabilities:
Accrued interest receivable	(525		)	(66		)
Prepaid expenses and other assets	91			11
Accounts payable, accrued liabilities and deposits	150			370
Due to related persons	(146		)	(528		)
Net cash provided by (used in) operating activities	805			(1,663		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Origination of loans held for investment	(119,062		)	(28,203		)
Additional funding of loans held for investment	(3,369		)	(221		)
Net cash used in investing activities	(122,431		)	(28,424		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from master repurchase facility	92,983			—
Repayment of master repurchase facility	(11,900		)	—
Proceeds from RMR credit agreement	14,220			—
Repayment of RMR credit agreement	(14,220		)	—
Payment of deferred financing costs	(341		)	(770		)
Proceeds from issuance of common shares, net	26,074			—
Repurchase of common shares	(6		)	—
Distributions	(1,052		)	—
Net cash provided by (used in) financing activities	105,758			(770		)

Decrease in cash, cash equivalents and restricted cash	(15,868		)	(30,857		)
Cash, cash equivalents and restricted cash at beginning of period	27,335			61,666
Cash, cash equivalents and restricted cash at end of period	$	11,467		$	30,809

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	3,149		$	—

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:

June 1, 2017 (inception) through September 30, 2017
Cash Flows from Operating Activities
Net loss $ (238 )
Changes in operating assets and liabilities:

Accounts payable and other liabilities 75
Due to related persons 115
Net cash used in operating activities (48 )

Cash Flows from Financing Activities

Proceeds from issuance of common shares 62,002
Net cash provided by financing activities 62,002

Increase in cash and cash equivalents 61,954
Cash and cash equivalents at beginning of period —
Cash and cash equivalents at end of period $ 61,954



	As of June 30,
	2019		2018
Cash and cash equivalents	$	11,467	$	30,525
Restricted cash	—		284
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	11,467	$	30,809

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

Table of Contents

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Note 1. ~~Basis of Presentation~~Organization

~~The accompanying financial statements of~~ Tremont Mortgage Trust, or, ~~TRMT,~~collectively with its consolidated subsidiaries, we, us or our, are unaudited. We believe the disclosures made are adequate to make the information presented not misleading. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

The preparation of these financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.

~~Note 2. Organization~~

~~We were~~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 ~~at a price of $20.00 per share~~ 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 3.2. 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 ~~Equivalents.~~

We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

~~Fair Value~~Restricted cash primarily consists of ~~Financial Instruments.~~ ~~The accompanying balance sheet includes~~deposit proceeds from potential borrowers when originating loans, which may be returned to the ~~following financial instruments: cash, accounts payable~~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 ~~other liabilities~~ability to hold them until maturity. Loans that are held for investment are carried at cost, net of unamortized loan origination and ~~due~~accreted exit fees that are required to ~~related persons. We consider~~be recognized in the carrying ~~values~~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 ~~accounts payable~~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.

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 ~~liabilities~~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.

Impairment occurs when it is deemed probable that we will not be able to collect all amounts due under a loan according to ~~related persons to approximate the fair values of these financial instruments~~its contractual terms. Impairment will then be measured based on the ~~short duration between origination~~present value of ~~these instruments~~expected future cash flows discounted at the loan’s contractual effective rate and ~~their expected realizations.~~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.

~~Per Common Share Amounts.~~ ~~We calculate basic earnings per common share by dividing net loss by~~As of June 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 ~~weighted average number~~contractual terms of our ~~common shares~~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 ~~during~~principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into interest income over the ~~period.~~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 4.3. Recent Accounting Pronouncements

In ~~May 2014,~~June 2016, the Financial Accounting Standards Board ~~or FASB,~~ issued Accounting Standards Update, or ASU, No. ~~2014-09,~~ ~~Revenue From Contracts With Customers~~, which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue 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”. In August 2015, the FASB provided for a one year deferral of the effective date for ASU No. 2014-09, which is now effective for us beginning January 1, 2018. We have evaluated ASU No. 2014-09 and related clarifying guidance issued by the FASB and determined that interest income and gains and losses on financial instruments are outside of its scope; therefore, we do not expect the adoption of ASU No. 2014-09 to have a material impact in our financial statements and related disclosures.

~~In June 2016, the FASB issued 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

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(dollars in thousands, except per share data)

credit ~~losses than is currently required.~~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. WeAs an emerging growth company that has opted to take advantage of the extended transition period, we expect ~~that the adoption of~~to adopt ASU No. 2016-13 ~~will increase our timing and carrying amounts for credit losses, but we~~on January 1, 2022. We are ~~continuing to assess~~currently assessing the potential impact ~~our~~the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements.

Note 4. Loans Held for Investment

~~Table~~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 a term loan facility, in the form of ~~Contents~~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 June 30, 2019			Balance at December 31, 2018
Number of loans	12			7
Total loan commitments	$	282,367		$	154,802
Unfunded loan commitments ⁽¹⁾	$	21,879		$	17,673
Principal balance	$	260,488		$	137,129
Unamortized net deferred origination fees	$	(1,531	)	$	(1,285	)
Carrying value	$	258,957		$	135,844
Weighted average coupon rate	6.03		%	6.14		%
Weighted average all in yield ⁽²⁾	6.64		%	6.82		%
Weighted average maximum maturity (years)⁽³⁾	3.9			4.7
Weighted average LTV	71		%	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 June 30, 2019:



	Principal Balance		Deferred Fees			Carrying Value
Balance at beginning of period	$	182,397	$	(1,486	)	$	180,911
Additional funding	2,701		—			2,701
Originations	75,390		(433		)	74,957
Net amortization of deferred fees	—		388			388
Balance at end of period	$	260,488	$	(1,531	)	$	258,957

The table below details our loan activities for the six months ended June 30, 2019:



	Principal Balance		Deferred Fees			Carrying Value
Balance at beginning of period	$	137,129	$	(1,285	)	$	135,844
Additional funding	3,369		—			3,369
Originations	119,990		(928		)	119,062
Net amortization of deferred fees	—		682			682
Balance at end of period	$	260,488	$	(1,531	)	$	258,957

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 June 30, 2019:



Property Type	Number of Loans	Carrying Value		Percentage of Value
Office	4	$	70,109	28	%
Hotel	2	62,202		24	%
Retail	3	40,107		15	%
Multifamily	2	51,805		20	%
Industrial	1	34,734		13	%
	12	$	258,957	100	%



Geographic Location	Number of Loans	Carrying Value		Percentage of Value
East	4	$	112,432	44	%
South	5	101,241		39	%
West	1	6,200		2	%
Midwest	2	39,084		15	%
	12	$	258,957	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 June 30, 2019, we had 12 first mortgage whole loans with an aggregate carrying value of $258,957. Based on our internal risk rating policy, each of these loans was assigned a "3" acceptable risk rating at June 30, 2019. We did not have any impaired loans, non-accrual loans or loans in maturity default as of June 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 June 30, 2019, our debt agreements included our Master Repurchase Facility and the TCB note payable.



	Debt Obligation
							Weighted Average		Collateral
	Maximum Facility Size		Principal Balance		Carrying Value		Coupon Rate	Remaining Maturity⁽¹⁾	Principal Balance		Fair Value⁽²⁾
June 30, 2019:
Master repurchase facility	$	213,482	$	153,666	$	152,620	L + 2.02%	2.0	$	220,875	$	221,124
Note payable	32,290		31,690		31,523		L + 2.15%	2.0	39,613		39,613

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 and term-out provisions.


⁽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. After repayment of the approximate $14,220 balance then outstanding under the RMR Credit Agreement, the RMR Credit Agreement was terminated. See Note 5 for information regarding the RMR Credit Agreement.

For the three months ended June 30, 2019, we recorded interest expense of $1,479, $368 and $39 in connection with our Master Repurchase Facility, the TCB note payable and the RMR Credit Agreement, respectively. For the six months ended June 30, 2019, we recorded interest expense of $2,563, $736 and $39 in connection with our Master Repurchase Facility, the TCB note payable and the RMR Credit Agreement, respectively.

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(dollars in thousands, except per share data)

At June 30, 2019, our outstanding borrowings had the following remaining maturities:



Year	Principal payments on Master Repurchase Facility ⁽¹⁾		Principal payments on TCB note payable⁽¹⁾
2019	$	—	$	—
2020	26,396		—
2021	127,270		31,690
2022	—		—
2023	—		—
	$	153,666	$	31,690


⁽¹⁾	The allocation of our outstanding borrowings under our Master Repurchase Facility and the TCB note payable is based on the current maturity date of each individual borrowing under the respective agreement.

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 amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the 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 amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the facility from $210,000 to $250,000, in each case with the additional advancements being available for borrowing under the 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 amendment, 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, and the RMR Credit Agreement was terminated. As of June 30, 2019, we had $59,816 available for advancement under our Master Repurchase Facility, which amount is subject to our identifying suitable first mortgage whole loans for investment and obtaining sufficient capital for immediate reinvestment.

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 London Inter-bank Offered Rate, or 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. As of June 30, 2019, outstanding borrowings under our Master Repurchase Facility had a weighted average interest rate of LIBOR plus 202 basis points per annum, excluding associated fees and expenses.

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

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(dollars in thousands, except per share data)

The RMR Group LLC, or RMR LLC. As of June 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.

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 $13,997 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.

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, and in connection therewith, one of our wholly owned subsidiaries entered into the TCB note payable. The TCB note payable advances up to 80% of the JFK loan amount from time to time. The TCB note payable matures in July 2021. Subject to our payment of extension fees and meeting other conditions, we have the option to extend the stated maturity date of the TCB note payable for two, one year periods. Interest on amounts advanced under the TCB note payable is calculated at a floating rate based on LIBOR plus a premium of 215 basis points. We may be required to repay a portion of the amount outstanding under the TCB note payable to maintain a 10.5% debt yield on the net operating income of the hotel that secures the TCB note payable. The TCB note payable is prepayable in whole at any time without premium or penalty, and provides for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of customary events of default. In connection with the TCB note payable, we entered into a guaranty with Texas Capital Bank pursuant to which we have guaranteed 25% of the TCB note payable amount plus all related interest and costs. This guaranty also requires us to comply with customary financial covenants, which include the maintenance of a minimum net worth, minimum liquid assets, a maximum leverage ratio and a required debt yield. On March 26, 2019, we amended the TCB note payable covenants to accommodate entering into the RMR Credit Agreement. As of June 30, 2019, we believe we were in compliance with the terms and conditions of the covenants of the TCB note payable and the related guaranty.

In July 2019, we received a repayment notice with respect to the JFK loan. Pursuant to the notice, the borrower stated that it will repay the loan in August 2019. At the time of notice, there was approximately $39,613 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.

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 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 June 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 June 30, 2019 and December 31, 2018, the principal balances of our Master Repurchase Facility and the TCB note payable approximated their

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(dollars in thousands, except per share data)

fair values, as interest is based on floating rates based on LIBOR plus a spread, and the spread is consistent with those demanded by the market.

We estimate the fair value of our loans held for investment using Level III inputs. We estimate the fair values of our loans held for investment by using 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:



	June 30, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets
Loans held for investment	$	258,957	$	260,737	$	135,844	$	137,872
Financial liabilities
Master Repurchase Facility	152,620		153,666		71,691		72,582
Note payable	31,523		31,690		31,485		31,690

There were no transfers of financial assets or liabilities within the fair value hierarchy during the three or six months ended June 30, 2019.

Note 5.7. Shareholders' Equity

May 2019 Offering

On ~~September 18, 2017,~~May 21, 2019, we completed the Offering. In the Offering, we issued and sold ~~2,500,000~~5,000,000 of our common shares at a price of ~~$20.00~~$5.65 per share ~~in our IPO. Concurrently with our IPO, we sold an additional 600,000~~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 athe public offering price, without the payment of ~~$20.00 per share~~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 ~~Manager in a private placement. The~~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 ~~proceeds from these sales were $62,000. We did not declare or pay any cash dividends on~~of 644 of our common shares, ~~during~~valued at $9.39 per common share, the ~~period~~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 ~~inception (June 1, 2017) through September 30, 2017.~~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.

Distributions

On February 21, 2019, we paid an initial distribution to common shareholders of record as of January 28, 2019 of $0.11 per common share, or $350.

On May 16, 2019, we paid a regular quarterly distribution to common shareholders of record as of April 29, 2019 of $0.22 per common share, or $702.

On July 18, 2019, we declared a regular quarterly distribution to common shareholders of record on July 29, 2019 of $0.22 per common share, or approximately $1,802. We expect to pay this distribution on or about August 15, 2019.

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(dollars in thousands, except per share data)

Note 6.8. 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. In connection with our IPO, we entered into~~Manager pursuant to a management agreement, ~~with our Manager,~~ 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.

~~We pay~~In June 2018, our Manager ~~an annual~~agreed to waive any base management ~~fee that is equal~~fees otherwise due and payable pursuant to 1.5% of our “equity,” as defined. We pay this business management fee in cash quarterly in arrears. In addition, beginning in the fourth quarter of 2018, we may pay our Manager an incentive fee if it is earned under our management agreement. The incentive fee, if any, will be payable in cash quarterly in arrears. We also will be obligated to pay our Manager a termination fee in the event our management agreement ~~is terminated~~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 ~~without cause~~for the 2018 or by2019 calendar years. As a result, we did not recognize any base management fees or incentive fees for the three or six months ended June 30, 2019. If our Manager had not agreed to waive these fees, we would have recognized $267 and $490 of base management fees for ~~a material breach by us.~~the three and six months ended June 30, 2019, respectively, and no incentive fees for the three and six months ended June 30, 2019. Pursuant to our management agreement, we recognized $222 and $447 of base management fees ~~of $32~~ for the ~~period beginning on September 18, 2017,~~three and six months ended June 30, 2018, respectively, and no incentive fees for the ~~date on which we entered into the agreement, through September~~three or six months ended June 30, ~~2017. Our management fees are included in general and administrative expenses in our statements of operations.~~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 ~~The RMR Group LLC, or~~ RMR LLC pursuant to a shared services agreement between our Manager and RMR LLC. We ~~will~~ 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. In addition, we will also pay our pro rata portion of internal audit costs incurred by RMR LLC on behalf of us and other public companies to which RMR LLC or its affiliates provide management services. For the period beginning on September 18, 2017, the date we entered into our management agreement, through September 30, 2017, weWe incurred shared ~~service~~services costs of ~~$53~~$370 and $375 payable to our Manager as reimbursement for shared ~~service~~services costs it paid to RMR LLC ~~which~~for the three months ended June 30, 2019 and 2018, respectively, and $740 and $750 for the six months ended June 30, 2019 and 2018, respectively. We include these amounts ~~are included~~ in reimbursement of shared services expenses or general and administrative expenses, as applicable, in our condensed consolidated statements of operations.

For further information about our management agreement with our Manager and RMR LLC’s shared services agreement with our Manager, please refer to the prospectus related to our IPO dated September 13, 2017, or our IPO Prospectus, which was filed with the Securities and Exchange Commission, or SEC, on September 15, 2017, including the sections captioned “Our Manager and our Management Agreement” and “Certain relationships and related person transactions - Our relationship with our Manager, RMR and other entities managed by RMR”. Our filings with the SEC, including our IPO Prospectus, are available at the SEC’s website at ~~www.sec.gov~~.

Note 7.9. 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 ~~provides~~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~~June 30, ~~2017,~~2019, owned ~~600,100~~1,600,100 of our common shares, or approximately ~~19.4%~~19.5% of our outstanding common shares. Our Manager has agreed to pay the initial organizational costs related to our formation and the other costs of our IPO, including the underwriting discounts and commissions; as of September 30, 2017, our Manager has incurred approximately $6,823 in such costs. Each of our Managing Trustees and officers is also a director or officer of our Manager and of RMR LLC.

~~Table of Contents~~

~~TREMONT MORTGAGE TRUST~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~(dollars in thousands, except per share data)~~

~~Our Manager, Tremont Realty Advisors LLC.~~ ~~We have~~Until May 23, 2019, we were a ~~management agreement~~party to the RMR Credit Agreement with our Manager, ~~to provide management services to us. See~~ ~~Note 6, Management Agreement with our Manager~~ ~~for further information regarding our management agreement with our Manager.~~

~~We and our Manager entered into a private placement purchase agreement concurrent with our IPO,~~ pursuant to which from time to time until August 4, 2019, we were able to borrow up to $25,000 and, beginning May 3, 2019, up to $50,000 in subordinated unsecured loans at a rate of 6.5% per annum. After repayment of the approximate $14,220 balance then outstanding under the RMR Credit Agreement, the RMR Credit Agreement was terminated. In connection with this repayment, we paid our Manager ~~acquired 600,000~~approximately $39 of ~~our common shares at a price~~interest and $7 of ~~$20.00 per share, which was~~fees related to the ~~same price at which we sold our common shares in our IPO. Under~~RMR Credit Agreement. See Note 5 for information regarding the ~~private placement purchase agreement, we granted to our Manager certain demand and piggyback registration rights, subject to certain limitations, covering our common shares owned by our Manager.~~RMR Credit Agreement.

RMR Inc. and RMR ~~LLC~~. 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 ~~owned by our Managing Trustees.~~an officer and employee of RMR LLC. RMR LLC provides certain shared services to our Manager ~~which~~that are applicable to us, and we reimburse our Manager for the ~~amounts~~amount it pays for those services. See Note ~~6, Management Agreement with our Manager~~8 for further information regarding ~~these~~this shared services ~~arrangements.~~arrangement.

TREMONT MORTGAGE TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(dollars in thousands, except per share data)

For further information about these and other such relationships and certain other related person ~~relationships and~~ transactions, ~~please~~ refer to our IPO Prospectus, including the sections captioned “Our Manager and our Management Agreement” and “Certain relationships and related person transactions - Our relationship with our Manager, RMR and other entities managed by RMR”.2018 Annual Report.

Note 8.10. Income Taxes

We ~~intend~~have elected to ~~elect and qualify for taxation~~be taxed as a REIT ~~for~~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, ~~purposes, commencing with our taxable year ending December 31, 2017,~~provided that we meet certain distribution and ~~to maintain that qualification thereafter.~~other requirements. We ~~therefore expect to generally not be~~are subject to ~~federal~~certain state and ~~most state~~local taxes, certain of which amounts are or will be reported as income ~~taxation~~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 ~~our operating income provided~~earnings (loss), are considered when calculating diluted earnings (loss) per share. For the three and six months ended June 30, 2019, 12,351 and 3,051 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 six months ended June 30, 2018, basic weighted average shares is equal to diluted weighted average shares for such periods. As a result, 599 and 352 restricted unvested common shares were excluded from the computation of diluted EPS for the three and six months ended June 30, 2018, respectively.

Note 12. Commitments and Contingencies

Unfunded Commitments

As of June 30, 2019, we ~~distribute our taxable income~~had unfunded commitments of $21,879 related to our ~~shareholders~~loans held for investment. Unfunded commitments will generally be funded to finance property and ~~meet certain requirements~~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 ~~qualify~~our unfunded commitments had a weighted average initial maturity of 2.2 years. See Note 4 for ~~taxation as~~further information regarding loans held for investment.

Borrowings

As of June 30, 2019, we had an aggregate of $185,356 in principal amount outstanding under our Master Repurchase Facility and the TCB note payable. Principal balances outstanding at June 30, 2019 had a ~~REIT~~weighted average life to maturity of 2.0 years. See Note 5 for ~~U.S. federal income tax purposes. However,~~further information regarding our secured debt agreements.

Note 13. Subsequent Events

In July 2019, we ~~expect~~received a repayment notice with respect to the JFK loan. Pursuant to the notice, the borrower stated that it will repay the loan in August 2019. At the time of notice, there was approximately $39,613 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 ~~subject~~required to ~~income tax~~repay the outstanding balance under the TCB note payable.

In July 2019, we received a repayment notice with respect to our loan held for investment associated with an office building located in ~~certain states~~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 $13,997 of principal amount outstanding under this loan, which the borrower is required to pay, together with accrued interest, an exit fee and ~~local jurisdictions despite~~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 ~~qualification for taxation as a REIT for U.S. federal income tax purposes.~~Master Repurchase Facility.

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

The following ~~information~~discussion should be read in conjunction with our condensed consolidated financial statements and accompanying notes included elsewhere in ~~Part 1, Item 1 of~~ this Quarterly Report on Form 10-Q and ~~with the prospectus related to~~in our initial public offering, or IPO, dated September 13, 2017, or our IPO Prospectus, which was filed with the Securities and Exchange Commission, or SEC, on September 15, 2017 and is accessible at the SEC’s website, ~~www.sec.gov.~~

2018 Annual Report.

OVERVIEW (dollars in thousands, except per share data)

We are a ~~real estate investment trust, or~~ REIT that was organized under Maryland law ~~that focuses primarily~~in 2017. We focus on originating and investing in first mortgage whole loans secured by middle market and transitional ~~commercial real estate, or~~ CRE. We define middle market CRE as commercial properties that have values up to ~~$75 million~~$75,000 and transitional CRE as a commercial properties subject to redevelopment or repositioning activities that are expected to increase the value of the properties. ~~Although our primary focus is originating and investing in floating rate first mortgage~~These assets are classified as loans ~~of less than $50 million, our target investments also include subordinated mortgages, mezzanine loans and preferred equity interests in entities that own middle market and transitional CRE.~~

~~On September 18, 2017, we 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~~held for investment in our ~~IPO. Concurrently~~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 ~~our IPO, we sold an additional 600,000 of our common shares at a price of $20.00 per share to Tremont Realty Advisors LLC,~~the Securities and Exchange Commission, or ~~our Manager, pursuant to a private placement purchase agreement. The aggregate proceeds from these sales were $62,000.~~

~~We are externally managed by our Manager, which is~~the SEC, as an investment adviser registered with the SEC. Our Manager is owned by The RMR Group LLC, or RMR LLC, which is the majority owned operating subsidiary of The RMR Group Inc., or RMR Inc., a management holding company listed on The Nasdaq Stock Market LLC under the ~~symbol ‘‘RMR’’.~~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 ~~intend to~~ operate our business in a manner consistent with our ~~intention to qualify~~qualification for taxation as a REIT ~~for~~under the IRC. As such, we generally are not subject to U.S. federal income tax, ~~purposes,~~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.~~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):



	June 30, 2019		December 31, 2018
Shareholders' equity	$	86,376	$	59,668
Total outstanding common shares	8,193		3,179
Book value per common share	$	10.54	$	18.77

Our Portfolio

As of June 30, 2019, our portfolio of investments consisted of 12 first mortgage whole loans with an aggregate carrying value of $258,957. Based on our internal risk rating policy, each of these loans was assigned a "3" acceptable risk rating at June 30, 2019. We did not have any impaired loans, non-accrual loans or loans in maturity default as of June 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 June 30, 2019:



	Balance at June 30, 2019
Number of loans	12
Total loan commitments	$	282,367
Unfunded loan commitments ⁽¹⁾	$	21,879
Principal balance	$	260,488
Unamortized net deferred origination fees	$	(1,531	)
Carrying value	$	258,957
Weighted average coupon rate	6.03		%
Weighted average all in yield ⁽²⁾	6.64		%
Weighted average maximum maturity (years)⁽³⁾	3.9
Weighted average LTV	71		%


⁽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.

Loan Portfolio Details

The table below details our loan portfolio as of June 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

16,603

L + 5.00%

L + 5.66%

04/11/2023

79%

Houston, TX

Office

06/26/2018

15,200

13,430

L + 4.00%

L + 4.61%

06/26/2023

69%

Queens, NY ⁽⁴⁾

Hotel

07/18/2018

40,363

39,613

L + 3.50%

L + 3.89%

07/19/2023

71%

Scarsdale, NY ⁽⁴⁾

Office

07/31/2018

14,847

13,984

L + 4.00%

L + 4.57%

07/31/2023

76%

Paradise Valley, AZ

Retail

11/30/2018

12,790

6,257

L + 4.25%

L + 6.19%

11/30/2022

48%

St. Louis, MO

Office

12/19/2018

29,500

26,440

L + 3.25%

L + 3.76%

12/19/2023

72%

Atlanta, GA

Hotel

12/21/2018

24,000

23,011

L + 3.25%

L + 3.73%

12/21/2023

62%

Rochester, NY

Multifamily

01/22/2019

24,550

L + 3.25%

L + 3.86%

01/22/2024

74%

Coppell, TX

Retail

02/05/2019

22,915

21,210

L + 3.50%

L + 4.27%

02/05/2021

73%

Barrington, NJ

Industrial

05/06/2019

37,600

34,900

L + 3.50%

L + 4.05%

05/06/2023

79%

Houston, TX

Multifamily

05/10/2019

28,000

27,475

L + 3.50%

L + 4.37%

11/10/2022

56%

Omaha, NE

Retail

06/14/2019

14,500

13,015

L + 3.65%

L + 4.05%

06/14/2024

77%

Total/weighted average

282,367

260,488

L + 3.60%

L + 4.21%

71%


⁽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.

⁽⁴⁾

In July 2019, we received repayment notices with respect to two of our loans held for investment stating that the loans would be repaid in August 2019. At the time of notice, there was approximately $53,600 of aggregate principal amount outstanding under these loans which the borrowers are required to pay, together with the applicable accrued interest, an exit fee and any expenses incurred by us with respect to the applicable loan. When these loans are repaid, we will be required to repay the associated outstanding balances under the TCB note payable and our Master Repurchase Facility.

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. As of June 30, 2019, we had $59,816 available for advancement under our Master Repurchase Facility, which amount is subject to our identifying suitable first mortgage whole loans for investment and obtaining sufficient capital for immediate investment.

During the three and six months ended June 30, 2019, we sold to, and committed to later repurchase from, Citibank, under our Master Repurchase Facility, three and five loans, respectively, with an aggregate principal amount of $75,390 and $119,990, respectively, and Citibank advanced us $61,117 and $92,983, respectively.

The table below is an overview of our debt agreements that provide financing for our loans held for investment as of June 30, 2019 and December 31, 2018:



	Initial Maturity Date	Principal Balance		Unused Capacity		Maximum Facility Size		Collateral Principal Balance
June 30, 2019:
Master repurchase facility	11/06/2021	$	153,666	$	59,816	$	213,482	$	220,875
Note payable	07/19/2021	31,690		600		32,290		39,613
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

As of June 30, 2019, outstanding borrowings under our Master Repurchase Facility and the TCB note payable had weighted average interest rates of LIBOR plus 202 and 215 basis points per annum, respectively, excluding associated fees and expenses. For more information regarding our Master Repurchase Agreement and the TCB note payable, see Note 5 to the

Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We could experience a loss on repurchase transactions under our Master Repurchase Facility if a counterparty to these transactions defaults on its obligation to resell the underlying assets back to us at the end of the transaction term, or if the value of the underlying assets has declined as of the end of that term, or if we default on our obligations under the applicable agreement governing any such arrangement.

Results of Operations (dollars in thousands, except share data)

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018:



	Three Months Ended June 30,
	2019			2018			Change
INCOME FROM INVESTMENTS:
Interest income from investments	$	3,913		$	495		$	3,418
Less: interest and related expenses	(2,031		)	(66		)	(1,965		)
Income from investments, net	1,882			429			1,453

OTHER EXPENSES:
Management fees⁽¹⁾	—			222			(222		)
General and administrative expenses	618			613			5
Reimbursement of shared services expenses	370			375			(5		)
Total expenses	988			1,210			(222		)

Net income (loss)	$	894		$	(781	)	$	1,675

Weighted average common shares outstanding - basic and diluted	5,401			3,123			2,278

Net income (loss) per common share - basic and diluted	$	0.16		$	(0.25	)	$	0.41


⁽¹⁾	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. If our Manager had not agreed to waive these base management fees, we would have recognized $267 of base management fees for the three months ended June 30, 2019.

Interest income from investments. The interest income from investments of $3,913 for the three months ended June 30, 2019 reflects interest earned on the 12 loans included in our investment portfolio. Interest income from investments of $495 in the three months ended June 30, 2018 primarily consists of interest earned on the two loans that were included in our investment portfolio during the three months ended June 30, 2018 and from the proceeds of our IPO and concurrent private placement.

Interest and related expenses. The increase in interest and related expenses is a result of interest expense incurred from borrowings made under our Master Repurchase Facility and the TCB note payable which were used to finance the 12 loan originations discussed above.

Management fees. The decrease in management fees is a result of our Manager agreeing to waive any base management fee otherwise due and payable pursuant to our management agreement for the period beginning July 1, 2018 until June 30, 2020.

Reimbursement of shared services expenses. Reimbursement of shared services expenses represents reimbursements for the costs our Manager arranges on our behalf from RMR LLC.

Net income (loss). The realization of net income for the 2019 period as compared to net loss for the 2018 period is due to the changes noted above.

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018:



	Six Months Ended June 30,
	2019			2018			Change
INCOME FROM INVESTMENTS:
Interest income from investments	$	6,913		$	728		$	6,185
Less: interest and related expenses	(3,580		)	(103		)	(3,477		)
Income from investments, net	3,333			625			2,708

OTHER EXPENSES:
Management fees⁽¹⁾	—			447			(447		)
General and administrative expenses	1,121			1,158			(37		)
Reimbursement of shared services expenses	740			750			(10		)
Total expenses	1,861			2,355			(494		)

Net income (loss)	$	1,472		$	(1,730	)	$	3,202

Weighted average common shares outstanding - basic and diluted	4,275			3,117			1,158

Net income (loss) per common share - basic and diluted	$	0.34		$	(0.55	)	$	0.89


⁽¹⁾	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. If our Manager had not agreed to waive these base management fees, we would have recognized $490 of base management fees for the six months ended June 30, 2019.

Interest income from investments. The interest income from investments of $6,913 for the six months ended June 30, 2019 reflects interest earned on the 12 loans included in our investment portfolio. Interest income from investments of $728 in the six months ended June 30, 2018 primarily consists of interest earned on the proceeds of our IPO and concurrent private placement and interest for the two loans closed in the six months ended June 30, 2018.

General and administrative expenses. General and administrative expenses primarily include legal and audit fees, insurance, dues and subscriptions, Trustee fees, internal audit costs, share based compensation expense and other professional fees. The decrease in general and administrative expenses reflects higher legal and other professional fees in 2018 resulting from our first year as a public company.

Reimbursement of shared services expenses. Reimbursement of shared services expenses represents reimbursements for the costs our Manager arranges on our behalf from RMR LLC.

Net income (loss). The realization of net income for the 2019 period as compared to net loss for the 2018 period is due to the changes noted above.

Our results of operations for the three and six months ended June 30, 2019 are not indicative of those expected in future periods. In general, we expect that our income and expenses related to our investment portfolio will increase as a result of our existing and future investment activities.

Non-GAAP Financial Measures

We present Core Earnings (Loss) which is considered a “non-GAAP financial measure” within the meaning of the applicable SEC rules. Core Earnings (Loss) does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP, or an indication of our cash flows from operations determined in accordance with GAAP, a measure of our liquidity or operating performance or an indication of funds available for our cash needs. In addition, our methodology for calculating Core Earnings (Loss) may differ

from the methodologies employed by other companies to calculate the same or similar supplemental performance measures; therefore, our reported Core Earnings (Loss) may not be comparable to the core earnings (loss) as reported by other companies.

We believe that Core Earnings (Loss) provides meaningful information to consider in addition to net income and cash flows from operating activities determined in accordance with GAAP. This measure helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Core Earnings (Loss) is used in determining the amount of business management and incentive fees payable by us to our Manager under our management agreement.

Core Earnings (Loss)

We calculate Core Earnings (Loss) as net income (loss), computed in accordance with GAAP, including realized losses not otherwise included in net income (loss) determined in accordance with GAAP, and excluding: (a) the incentive fees earned by our Manager (if any); (b) depreciation and amortization (if any); (c) non-cash equity compensation expense; (d) unrealized gains, losses and other similar non-cash items that are included in net income (loss) for the period of the calculation (regardless of whether such items are included in or deducted from net income (loss) or in other comprehensive income (loss) under GAAP) (if any); and (e) one time events pursuant to changes in GAAP and certain non-cash items (if any).



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Reconciliation of Net Income (Loss) to Core Earnings (Loss): ⁽²⁾
Net income (loss)	$	894	$	(781	)	$	1,472	$	(1,730	)
Non-cash equity compensation expense	185		203			220		231
Core Earnings (Loss)	$	1,079	$	(578	)	$	1,692	$	(1,499	)

Weighted average common shares outstanding - basic and diluted	5,401		3,123			4.275		3,117

Core Earnings (Loss) per common share - basic and diluted	$	0.20	$	(0.19	)	$	0.40	$	(0.48	)

Factors Affecting Operating Results

~~We expect that the~~Our results of our operations ~~will be affected~~are impacted by a number of factors and ~~will~~ primarily depend on the interest income from our investments and the financing and other costs associated with our business. Our operating results ~~may~~are also be impacted by general CRE market conditions and unanticipated defaults by our borrowers.

Credit Risk. We ~~will be~~are subject to the credit risk of our borrowers in connection with our investments. We ~~will~~ seek to mitigate this risk by utilizing a comprehensive underwriting, diligence and investment selection process and by ongoing monitoring of our investments. Nevertheless, unanticipated credit losses could occur that could adversely impact our operating results.

Changes in Fair Value of our Assets. We ~~expect to~~generally hold our ~~investments generally as long term~~ investments for their contractual terms. We ~~will~~ evaluate our investments for impairment ~~periodically.~~quarterly. Impairments occur when it is probable that we will not be able to collect all amounts due according to the applicable contractual terms. If we determine that a loan is impaired, we will record an allowance to reduce the carrying value of the loan to an amount that takes into account both the present value of expected future cash flows discounted at the loan's contractual effective interest rate and the fair value of any available collateral, net of any costs we expect to incur to realize that value.

Although we ~~expect to~~generally hold our investments ~~generally as long term investments,~~for their contractual terms, we may occasionally classify some of our investments as held for sale. Investments held for sale will be carried at the lower of their amortized cost or fair value within loans held for sale on our condensed consolidated balance ~~sheet,~~sheets, with changes in fair value recorded through earnings. Fees received from our borrowers on any loans held for sale will be ~~deferred and~~ recognized as part of the gain or loss on sale. We do not currently expect to hold any of our investments for trading purposes.

Availability of Leverage and Equity. We ~~expect to~~ use leverage to make additional investments that may increase our ~~potential~~ returns. We may not be able to obtain the expected amount of leverage we desire or its cost may exceed our expectation and, consequently, the returns generated from our investments may be ~~less than we currently expect.~~reduced. To continue to grow our portfolio of

investments, we may also seek to raise additional equity capital. ~~Our~~However, our access to additional equity capital ~~will depend~~depends on many factors, and ~~our ability~~we have and may continue to ~~raise~~experience challenges raising equity capital in the ~~future cannot be predicted at this time.~~future.

Market Conditions. ~~In light of~~Under current market conditions, we believe that we will be able to identify ~~a large number of~~additional attractive financing opportunities by ~~focusing~~continuing to focus on middle market and transitional CRE loans. We ~~expect our primary focus will be originating and investing in floating rate first mortgage loans of less than $50 million. We~~ believe that there ~~is currently an imbalance in the CRE debt market that is marked by reduced supply~~continues to be strong demand for alternative sources of CRE debt capital and increased demand for CRE debt capital when compared to a decade ago. We also believe that this imbalance is especially pronounced for middle market and transitional CRE. We believe that this market dynamic creates an opportunity for alternative lenders, like us, to provide CRE debt financing to commercial property owners whocapital. The decrease in ~~the past have obtained debt financing from historical~~traditional CRE debt providers, such as banks

and insurance ~~companies.~~

companies, is a primary reason borrowers are seeking alternative sources of debt, particularly in middle market and transitional situations. Alternative CRE lenders, like us, generally are able to ~~set their investment goals~~operate with ~~significantly less~~fewer regulatory constraints than ~~historical~~traditional CRE debt providers, such as banks and insurance companies. This allows alternative CRE lenders to create customized solutions to fit ~~borrowers'~~borrowers’ specific business plans for the collateral properties. We believe that this flexibility affords alternative lenders, like us, a ~~significant~~ competitive advantage over regulated ~~historical~~traditional CRE debt providers, especially with regard to middle market and transitional CRE debt financing.

~~Although a large~~A significant amount of capital ~~has been~~continues to be raised ~~recently~~ by alternative lenders. As new alternative CRE debt providers ~~most of this capital has been raised by a small number of firms. We believe that firms raising large amounts of capital generally target large loan investments~~enter the marketplace and as existing alternative CRE debt providers increase their presence in ~~order~~the marketplace, borrowers are becoming more familiar with alternative CRE debt products and are choosing to ~~deploy the capital efficiently, and that most of the capital recently raised for~~utilize alternative CRE debt financing ~~including~~in a wider array of circumstances. However, increased supply of alternative CRE debt capital ~~raised by many other commercial mortgage REITs,~~has resulted in more competition for loans and applied downward pressure on loan credit spreads. Although LIBOR, the index rate upon which bridge loans are priced, has increased over 100 basis points during the last several years, there has been a net reduction in total borrowing costs as a result of reductions in loan fees and decreased loan credit spreads. We expect that the reductions in total borrowing costs will ~~be used for~~continue as it is widely expected that LIBOR will decrease in the future. To offset the reduction in loan ~~investments of greater than $50.0 million. We also believe that, since the 2008 global financial crisis, financial institutions and other historical~~credit spreads, some alternative CRE debt providers ~~such as banks~~are considering construction and ~~insurance companies, have increased their focus on investments in lower loan to value, or~~higher LTV loans ~~and in stabilized properties. We believe that~~to meet their investors’ return expectations. Because of this ~~market dynamic has contributed to the current supply and demand imbalance for middle market and transitional~~credit spread compression, borrowers are more frequently seeking alternative CRE debt ~~financing.~~financing for stabilized or near stabilized properties to take advantage of the flexibility offered by these loan structures. However, we believe many alternative lenders are targeting loan amounts in excess of $50,000 in major markets. We expect that our primary focus will continue to be originating and investing in floating rate first mortgage whole loans of less than $50,000.

Changes in Market Interest Rates. With respect to our ~~proposed~~ business operations, increases in interest rates, in general, may cause: (a) the interest expense associated with our variable rate borrowings, if any, to increase; (b) the value of our fixed rate investments, if any, to decline; (c) coupons on our variable rate investments, if any, to reset, perhaps on a delayed basis, to higher interest rates; and (d) ~~refinancings~~refinancing by our borrowers to become more difficult and costly, negatively impacting ~~refinancings~~refinancing as a source of repayment for our investments.

Conversely, decreases in interest rates, in general, may cause: (a) the interest expense associated with our variable rate borrowings, if any, to decrease; (b) the value of our fixed rate investments, if any, to increase; (c) coupons on our variable rate investments, if any, to reset, perhaps on a delayed basis, to lower interest rates; and (d) our borrowers' ability to refinance to become easier and more affordable, positively impacting our borrowers' ability to repay our investments.

The interest income on our loans and interest expense on our borrowings float with one month LIBOR. Because we generally lever approximately 75% of our investments, as LIBOR increases our income from investments, net of interest and related expenses, will increase. LIBOR decreases are mitigated by rate floor provisions in our loan agreements with borrowers; therefore, changes to income from investments, net, may not move proportionately with the decrease in LIBOR.

Size of Portfolio. The size of our portfolio of investments, as measured both by the aggregate principal balance and the number of our CRE loans and our other investments, ~~will~~is also be an important factor in determining our operating results. Generally, as the size of our portfolio ~~grows,~~continues to grow, the amount of interest income we receive will increase and we may achieve certain economies of scale and diversify risk within our portfolio of investments. A larger portfolio, however, may result in increased expenses; for example, we may incur additional interest expense or other costs to finance our investments. Also, if the aggregate principal balance of our portfolio ~~grows~~continues to grow but the number of our loans or the number of our borrowers does not grow, we could face increased risk by reason of the concentration of our investments.

~~Results of Operations (dollars in thousands)~~

~~As of September 30, 2017,~~ At this time, we ~~had not originated any loans or investments. Although we were formed~~are focused on ~~June 1, 2017, we did not commence operations until the closing of~~managing our ~~IPO. The expenses we have incurred since our inception on June 1, 2017,~~current loan portfolio and ~~during the three months ended September 30, 2017, include management and shared service fees of $85, which is the pro rated amount of our management fees and reimbursements~~funding distributions to our ~~Manager from the date of~~shareholders. We believe our ~~IPO, and other general and administrative expenses of $176. Our results of operations since~~growth is limited by our ~~inception on June 1, 2017, and for the three months ended September 30, 2017, are not indicative of those expected in future periods. In general, we expect that our income and expenses related~~ability to ~~our investment portfolio will increase in future periods as a result of our future investment activities.~~

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Pursuant to the JOBS Act, we have elected to delay the adoption of new or revised financial accounting standards, and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for publicly owned companies that are not emerging growth companies.

~~Off-Balance Sheet Arrangements~~

As of September 30, 2017, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

access accretive capital.

Liquidity and Capital Resources (dollars in ~~thousands)~~thousands, except per share amounts)

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay or meet margin calls resulting from our borrowings, fund and maintain our assets and operations, make ~~expected future~~ distributions to our shareholders and fund other business operating requirements. We ~~will use~~require a significant amount of cash to originate, purchase and invest in our target investments, make additional unfunded loan commitment payments, repay principal and interest on our borrowings, make ~~expected future~~ distributions to our shareholders and fund other business operating requirements. ~~We expect that our~~Our sources of cash flows ~~will~~may include payments of principal, interest and fees we receive on our investments, cash generated from our operating results and unused borrowing capacity, including under our Master Repurchase Facility, the TCB note payable or other repurchase agreements ~~with banks that acquire senior interests in our investments which we are obligated to repurchase,~~or financing arrangements, and may also include bank loans or public or private issuances of debt or equity securities.

Cash ~~Flows Used~~Provided by (Used in) Operating Activities

During the six months ended June 30, 2019, net cash provided by operating activities of $805 was primarily due to our net income for the period, partially offset by unfavorable changes in ~~Operating Activities.~~ ~~We have~~working capital primarily due to interest income accrued and not yet ~~originated any loans or investments. Our~~received.

Net cash used in operating activities of ~~$48 from~~$1,663 during the six months ended June 30, 2018 was due to our ~~inception on June 1, 2017 through September 30, 2017 consisted of a~~ net loss ~~of $238,~~for the period and payments made to our Manager under our management agreement, partially offset by ~~amounts~~favorable changes in working capital primarily due to ~~related persons of $115 and accounts payable and other liabilities of $75.~~amounts accrued but not yet paid.

Cash ~~Flows~~ Used in Investing ~~Activities.~~ ~~From our inception on~~Activities

During the six months ended June ~~1, 2017 through September~~ 30, ~~2017, we did not use or receive any~~2019, net cash used in investing ~~activities.~~activities consisted of $119,062 of loan originations, net of deferred fees received on our loans held for investment, and $3,369 of additional fundings on our loans held for investment.

During the six months ended June 30, 2018, net cash used in investing activities consisted of $28,203 of loan originations, net of deferred fees received on our loans held for investment, and $221 of additional fundings on our loans held for investment.

Cash ~~Flows from~~Provided by (Used in) Financing ~~Activities.~~ ~~From our inception on~~Activities

During the six months ended June ~~1, 2017 through September~~ 30, ~~2017,~~2019, our cash ~~flows from~~provided by financing activities primarily consisted of $92,983 of advancements under our Master Repurchase Facility, $14,220 of borrowings under the ~~$62,000 in aggregate~~RMR Credit Agreement and $26,074 of net proceeds from the ~~sales~~issuance and sale of our common shares in the Offering. We used the Offering proceeds to repay the approximate $14,220 outstanding under the RMR Credit Agreement and to reduce borrowings under our ~~IPO and~~Master Repurchase Facility by approximately $11,900.

During the six months ended June 30, 2018, our cash flows used in financing activities consisted of $770 of deferred financing cost payments related to our Master Repurchase Facility.

On February 21, 2019, we paid a ~~concurrent private placement.~~distribution of $0.11 per common share, or $350. This distribution was paid to shareholders of record as of the close of business on January 28, 2019, using cash on hand.

On May 16, 2019, we paid a distribution of $0.22 per common share, or $702. This distribution was paid to shareholders of record as of the close of business on April 29, 2019, using cash on hand.

On July 18, 2019, we declared a distribution of $0.22 per common share, or approximately $1,802, to shareholders of record on July 29, 2019. We expect to pay this distribution on or about August 15, 2019.

As of June 30, 2019, we had $6,000 available for immediate investment, which together with our then available borrowing capacity under our Master Repurchase Facility, is expected to provide us with approximately $22,000 available for investment in new first mortgage whole loans. Any further investments would require us to obtain additional equity or debt capital. We cannot be sure that we would be able to obtain any such additional equity or debt capital.

Contractual Obligations and Commitments

WeOur contractual obligations and commitments as of June 30, 2019 were as follows:



	Payment Due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 years
Unfunded loan commitments⁽¹⁾	$	21,879	$	—	$	21,879	$	—	$	—
Principal payments on Master Repurchase Facility ⁽²⁾	153,666		—		153,666		—		—
Principal payments on TCB note payable⁽²⁾	31,690		—		31,690		—		—
Interest payments ⁽³⁾	17,332		8,369		8,963		—		—
	$	224,567	$	8,369	$	216,198	$	—	$	—


⁽¹⁾	The allocation of our unfunded loan commitments is based on the current loan maturity date.


⁽²⁾	The allocation of outstanding borrowings under our Master Repurchase Facility and the TCB note payable is based on the current maturity date of each individual borrowing under the respective agreement.


⁽³⁾	Projected interest expense is attributable to only our debt obligations at existing rates as of June 30, 2019 and is not intended to estimate future interest costs which may result from debt prepayments, additional borrowings, new debt issuances or changes in interest rates.

Off-Balance Sheet Arrangements

As of June 30, 2019, we had no off-balance sheet arrangements that have ~~a management agreement with our Manager to provide management services to us. See~~ ~~Note 6, Management Agreement with our Manager~~ ~~to our financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.~~

~~Inflation and Deflation~~

During the past several years there has been very little inflation in the U.S. economy. Recently, there have been some modest signs of inflationary price movements, and the U.S. Federal Reserve has begun to raise interest rates modestly.

If inflation occurs, we believe it may have both positive and negative impacts upon our business. A positive impact of inflation on our business may be to increase the value of collateral for our existing loans, making the refinancing and repayment of principal easier for borrowers and reducing our risk of borrower defaults. A negative impact of inflation on our business may be to cause interest rates to rise, reducing the market value of any fixed rate loans we hold. A rise in interest rates may also make it more difficult for our borrowers to refinance loans in order to pay their obligations to us. Becausehad or that we expect ~~that a majority of our investments will require interest at variable rates and because we do not currently anticipate that there~~

~~will~~would be ~~excessive inflation in the U.S. economy, we do not expect inflation~~reasonably likely to have a material ~~impact~~effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital resources.

Debt Covenants

Our principal debt obligations at June 30, 2019 were borrowings outstanding under our Master Repurchase Agreement and the TCB note payable.

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. Our Master Repurchase Agreement provides for acceleration of the date of repurchase of any then 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 ~~business~~Manager ceasing to act as our sole manager or to be a wholly owned subsidiary of RMR LLC. In connection with the TCB note payable, we entered into a guaranty with Texas Capital Bank pursuant to which we have guaranteed 25% of the TCB note payable amount plus all related interest and costs. This guaranty also requires us to comply with customary financial covenants, which include the maintenance of a minimum net worth, minimum liquid assets, a maximum leverage ratio and a required debt yield. The TCB note payable provides for acceleration of payment of all amounts due thereunder upon the ~~reasonably foreseeable future thereafter.~~

Weoccurrence and continuation of customary events of default. As of June 30, 2019, we believe ~~deflation will generally lower asset values, which would have a negative impact upon our business because it would cause collateral values to decline~~we were in compliance with the terms and ~~increase~~conditions of the ~~risk~~covenants of our ~~borrowers defaulting. However,~~Master Repurchase Agreement and the TCB note payable and the related guarantees.

In July 2019, we ~~do not currently anticipate~~received repayment notices with respect to two of our loans held for investment stating that the ~~U.S. economy~~loans would be repaid in August 2019. At the time of notice, there was approximately $53,600 of aggregate principal amount outstanding under these loans which the borrowers are required to pay, together with the applicable accrued interest, an exit fee and any expenses incurred by us with respect to the applicable loan. When these loans are repaid, we will ~~experience deflation during~~be required to repay the ~~reasonably foreseeable future.~~associated outstanding balances under the TCB note payable and our Master Repurchase Facility.

Related Person Transactions

We have relationships and historical and continuing transactions with our Manager, RMR LLC, RMR Inc. and others related to them. For example: we have no employees and the personnel and various services we require to operate our business are provided to us by our Manager pursuant to our management agreement with our Manager; our Manager is a subsidiary of RMR LLC and certain of the services provided to us by our Manager are provided by RMR LLC pursuant to a shared services agreement between our Manager and RMR ~~LLC pursuant to which we expect, during the first year of our operations, to reimburse our Manager approximately $1,500 for shared services costs;~~LLC; our Manager is our largest shareholder and, at ~~September~~June 30, ~~2017~~2019, owned approximately ~~19.4%~~19.5% of our outstanding common shares; RMR Inc. is the managing member of RMR ~~LLC~~LLC; Adam Portnoy, one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which ~~is owned by our Managing Trustees,~~ is the controlling shareholder of RMR Inc. ~~Other~~, and he is also a director of our Manager, a managing director and the president and an executive officer of RMR Inc., and an executive 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 executive officer and employee of RMR LLC; and each of our other officers is also an officer and/or employee of our Manager or RMR LLC. In addition, other companies to which RMR LLC or its subsidiaries provide management ~~or advisory~~ services have trustees, directors and officers ~~who~~some of whom are also trustees, directors or officers of us, our Manager, RMR LLC or RMR Inc. For further information about these and other such relationships and related person transactions, see ~~Note 6, Management Agreement with our Manager~~ Notes 8 and ~~Note 7, Related Person Transactions~~9 to ~~our financial statements~~the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our ~~IPO Prospectus~~2018 Annual Report, our definitive Proxy Statement for our 2019 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” of our 2018 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. Our filings with the SEC and copies of certain of our agreements with these related persons, including ~~the~~our management agreement with our Manager, are available as exhibits to our filings with the SEC and accessible at the SEC’s website, ~~www.sec.gov~~.www.sec.gov. We may engage in additional transactions with related persons, including businesses to which ~~our Manager~~RMR LLC or its ~~affiliates~~subsidiaries provide management services.

Item 3. Quantitative and Qualitative Disclosures About Market Risk(dollars in thousands, except per share data)

~~For quantitative~~We believe that our business is exposed to two principal market risks: (a) changes in the level of economic activity in the U.S. economy generally or in geographic areas where the properties that are the subject of our real estate investments are located; and ~~qualitative disclosures about~~(b) changes in market interest rates.

Changes in the general economy may impact the ability and willingness of our borrowers to pay interest on and repay principal of our loans. A U.S. recession or a slowing of economic activity in areas where the collateral for our loans are located may cause our borrowers to default or may cause the value of our loan collateral to be reduced below the amounts we are owed. To mitigate these market risks, we perform thorough diligence on the value of our collateral properties and of properties comparable to our collateral properties in the areas where our collateral properties are located and on the historical business practices of our borrowers and their affiliates. We compare our borrowers' business plans to our expectations for the economy where our collateral properties are located and regarding the future income potential of the specific collateral properties. We also monitor the performance of our borrowers and collateral properties. Nonetheless, no amount of diligence, no matter how extensive, detailed and well informed it may be, can provide complete assurance against borrower defaults or against the deterioration of collateral values in declining market conditions.

As of June 30, 2019, the interest income on our loans and interest expense on our borrowings float with one month LIBOR. Because we generally lever approximately 75% of our investments, as LIBOR increases our income from investments, net of interest and related expenses, will increase and as LIBOR decreases our income from investments, net of interest and related expenses, will decrease.

Floating Rate Investments

As of June 30, 2019, our loans held for investment had an aggregate principal balance of $260,488 and the weighted average maximum maturity of our investment portfolio was 3.9 years, assuming full term extensions of all loans. All of our loans held for investment were made in U.S. dollars and earn interest at LIBOR plus a premium. Accordingly, we are exposed to interest rate risk ~~affecting us, see "Quantitative and Qualitative Disclosures About Market Risk"~~for changes in U.S. dollar based short term rates, specifically LIBOR. As LIBOR decreases, our risk is partially mitigated by interest rate floor provisions in our ~~IPO Prospectus. Our exposure~~loan agreements with borrowers. In addition, upon repayment from our borrowers we are vulnerable to decreases in interest rate premiums due to market ~~risks has not changed materially~~conditions on any reinvestment of the proceeds from ~~those set forth~~the repayment.

Floating Rate Debt

At June 30, 2019, our floating rate debt obligations consisted of $153,666 in outstanding borrowings under our Master Repurchase Facility, and $31,690 in outstanding advancements under the TCB note payable.

Our Master Repurchase Facility matures in November 2021, subject to early termination as provided for in our ~~IPO Prospectus.~~Master Repurchase Agreement. In July 2019, we received a repayment notice with respect to one of our loans held for investment associated with an office building located in Scarsdale, NY. When this loan is repaid, we will be required to repay the associated outstanding balance under our Master Repurchase Facility.

The TCB note payable matures in July 2021 and, subject to our payment of extension fees and meeting other conditions, we have the option to extend the stated maturity date for two, one year periods. In July 2019, we received a repayment notice with respect to the JFK loan. When the JFK loan is repaid, we will be required to repay the outstanding balance under the TCB note payable.

All of our floating rate debt was made in U.S. dollars and earns interest at LIBOR plus a premium. Accordingly, we are exposed to interest rate risk for changes in U.S. dollar based short term rates, specifically LIBOR. In addition, upon selling additional mortgage loans and other assets under our Master Repurchase Facility, we are vulnerable to increases in interest rate premiums due to market conditions or perceived credit characteristics of our borrowers.

The table below details the impact, assuming our existing investment portfolio and liabilities, on our interest income and interest expense for the 12 month period following June 30, 2019, assuming an immediate increase or decrease of 100 basis points in LIBOR, the applicable interest rate benchmark:



	Principal Balance as of June 30, 2019			Interest Rate Per Year ⁽¹⁾	100 Basis Point Increase			100 Basis Point Decrease⁽³⁾
Assets (Liabilities) Subject to Interest Rate Sensitivity:
Loans held for investment	$	260,488		6.01%	$	2,605		$	(726	)
Master repurchase facility	(153,666		)	4.43%	(1,537		)	1,537
Note payable	(31,690		)	4.56%	(317		)	317
Total change in net income from investments					$	751		$	1,128

Annual earnings per share impact ⁽²⁾					$	0.14		$	0.21


⁽¹⁾	Weighted based on interest rates and principal balances as of June 30, 2019.


⁽²⁾	Based on weighted average number of shares outstanding (diluted) for the three months ended June 30, 2019.

⁽³⁾

Our loan agreements include interest rate floor provisions which set a minimum LIBOR for each loan. We do not have similar provisions in our Master Repurchase Agreement or the TCB note payable. As a result, if LIBOR decreases below the floor established for any of our investments, our income from investments will decrease borrowing costs and the net amount may result in an increase in our net investment income.

To mitigate the impact of future changes in market interest rates on our business, we require borrowers to pay floating interest rates to us rather than fixed interest rates on a significant majority of our loans held for investment and, to the extent that we use leverage to make investments, we will continue to "match index" certain investments with our debt or leverage obligations so that they create similar movements in interest rates based upon similar indexes and other terms. Furthermore, depending upon our beliefs regarding future market conditions affecting interest rates, we may purchase interest rate hedge instruments that allow us to change the character of interest receipts and obligations from fixed to floating rates or the reverse.

LIBOR Phase Out

LIBOR is currently expected to be phased out in 2021. We do not know what standard, if any, will replace LIBOR if it is phased out. We currently expect that, as a result of any phase out of LIBOR, the interest rates under our loan agreements would be amended as necessary to provide for an interest rate that approximates the existing interest rate as calculated in accordance with LIBOR. In addition, we currently expect that the interest rates we pay under our Master Repurchase Agreement and the TCB note payable, as well as under any other then existing debt financing arrangements, would be similarly amended as necessary for that same purpose.

Item 4. Controls and Procedures

As of the end of the period covered by this ~~report,~~Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our ~~Managing Trustees, our~~President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our ~~Managing Trustees, our~~President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~WARNING CONCERNING FORWARD LOOKING STATEMENTS~~Warning Concerning Forward-Looking Statements

~~THIS QUARTERLY REPORT ON FORM~~This Quarterly Report on Form 10-Q ~~CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF~~contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ~~AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”~~and other securities laws. Also, whenever we use words such as “believe”, ~~“EXPECT”~~“expect”, ~~“ANTICIPATE”~~“anticipate”, ~~“INTEND”~~“intend”, ~~“PLAN”~~“plan”, ~~“ESTIMATE”~~“estimate”, ~~“WILL”~~“will”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS REPORT RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING:“may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Forward-looking statements in this Quarterly Report on Form 10-Q relate to various aspects of our business, including:

~~OUR OPERATING AND INVESTMENT TARGETS, GUIDELINES, INVESTMENT AND FINANCING STRATEGIES AND LEVERAGE POLICIES,~~Our ability to carry out our business strategy and the opportunities for our business that we believe exist,

~~THE ABILITY OF OUR MANAGER TO LOCATE SUITABLE INVESTMENTS FOR US, MONITOR, SERVICE AND ADMINISTER OUR INVESTMENTS AND IMPLEMENT OUR INVESTMENT STRATEGY,~~Our operating and investment targets, guidelines, investment and financing strategies and leverage policies,

The ability of our Manager to locate suitable investments for us, monitor, service and administer our existing investments and implement our investment strategy,

Our expected operating results,

The amount and timing of any cash flows we receive from our investments,

Our ability to pay distributions to our shareholders and to sustain the amount of any such distributions,

Our ability to obtain and maintain financing to enable us to use leverage to make additional investments or to increase our potential returns,

Our ability to maintain and increase the net interest spread between the interest we earn on our investments and the interest we pay on our borrowings,

The origination, extension, exit, prepayment or other fees we may earn,

Yields that may be available to us from mortgages on specialized real estate,

The duration and other terms of our loans,

The credit qualities of our borrowers,

The ability and willingness of our borrowers to repay our loans and investments in a timely manner or at all,

Our projected leverage,

The cost and availability of financing under our Master Repurchase Facility or other repurchase or bank facilities we may obtain from time to time,

Our qualification for taxation as a REIT,

Our ability to maintain our exemption from registration under the Investment Company Act,

Our understanding of our competition and our ability to compete,

Market trends in our industry or with respect to interest rates, real estate values, the debt securities markets or the economy generally,

Regulatory requirements and the affect they may have on us, our competitors and prospective competitors, and

Other matters.

Our actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Risks, uncertainties and other factors that could have a material adverse effect on our forward-looking statements and upon our business, financial condition, liquidity, results of operations, cash flow, prospects and ability to make distributions include, but are not limited to:

The impact of conditions in the economy, the CRE industry and the capital markets on us and our borrowers,

~~THE ORIGINATION, EXTENSION, EXIT, PREPAYMENT OR OTHER FEES WE MAY EARN,~~Competition within the CRE lending industry,

~~YIELDS THAT MAY BE AVAILABLE TO US FROM MORTGAGES ON SPECIALIZED REAL ESTATE,~~Changes in the availability, sourcing and structuring of CRE lending,

~~THE LENGTH AND OTHER TERMS OF OUR LOANS,~~Defaults by our borrowers,

~~THE ABILITY AND WILLINGNESS OF OUR BORROWERS TO REPAY OUR LOANS AND INVESTMENTS,~~Compliance with, and changes to, federal, state or local laws or regulations, accounting rules, tax laws or similar matters,

~~OUR EXPECTED OPERATING RESULTS,~~Limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes,

~~THE AMOUNT AND TIMING OF ANY CASH FLOWS WE MAY RECEIVE FROM OUR INVESTMENTS,~~

~~OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND THE AMOUNT OF SUCH DISTRIBUTIONS,~~

~~OUR PROJECTED LEVERAGE,~~

~~OUR ABILITY TO OBTAIN FINANCING TO ENABLE US TO USE LEVERAGE TO MAKE ADDITIONAL INVESTMENTS THAT MAY INCREASE OUR POTENTIAL RETURNS,~~

~~OUR QUALIFICATION FOR TAXATION AS A REIT,~~

~~OUR ABILITY TO MAINTAIN OUR EXEMPTION FROM REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,~~

~~OUR UNDERSTANDING OF OUR COMPETITION AND OUR ABILITY TO COMPETE AND EXECUTE ON OUR STRATEGY AND THE OPPORTUNITIES WE BELIEVE MAY EXIST FOR OUR BUSINESS,~~

~~THE CREDIT QUALITIES OF BORROWERS,~~

~~MARKET TRENDS IN OUR INDUSTRY, INTEREST RATES, REAL ESTATE VALUES, THE DEBT SECURITIES MARKETS OR THE GENERAL ECONOMY, AND~~

~~OTHER MATTERS.~~

OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, FINANCIAL CONDITION, LIQUIDITY AND RESULTS OF OPERATIONS INCLUDE, BUT ARE NOT LIMITED TO:

~~THE IMPACT OF CHANGES IN THE U.S. ECONOMY GENERALLY OR IN SPECIFIC GEOGRAPHIC REGIONS ON US AND OUR BORROWERS,~~

~~THE IMPACT OF CHANGES IN THE COMMERCIAL REAL ESTATE INDUSTRY,~~

~~CHANGES IN THE AVAILABILITY, SOURCING AND STRUCTURING OF CRE LENDING,~~

~~THE IMPACT OF CHANGES IN INTEREST RATES ON OUR FINANCIAL RESULTS,~~

~~THE VOLATILITY OF THE MARKETS,~~

~~DEFAULTS BY BORROWERS ON OUR LOANS,~~

~~CHANGES IN GOVERNMENTAL REGULATIONS, TAX LAWS AND RATES AND SIMILAR MATTERS (INCLUDING INTERPRETATION THEREOF),~~

~~ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, OUR MANAGER,~~Actual and potential conflicts of interest with our related parties, including our managing trustees, our Manager, RMR LLC ~~AND OTHERS AFFILIATED WITH THEM, AND~~and others affiliated with them,

Acts of terrorism, outbreaks of so called pandemics or other manmade or natural disasters beyond our control, and

Additional factors, including, but not limited to, those set forth in the section captioned "Risk Factors" in this Quarterly Report on Form 10-Q and in the section captioned "Risk Factors" in our 2018 Annual Report.

For example:

We have a limited operating history, and we may not be able to operate our business successfully or generate sufficient revenue to make or sustain distributions to our shareholders,

Our current cash distribution rate to common shareholders is $0.22 per share per quarter, or $0.88 per share per year. Our distribution rate is set and reset from time to time by our Board of Trustees. The timing, amount and form of future distributions is determined at the discretion of our Board of Trustees and will depend upon various factors that our Board of Trustees deems relevant, including our historical and projected income, our Core Earnings (Loss), the then-current and expected needs and availability of cash to pay our obligations and fund our investments, distributions which may be required to be paid by us to maintain our qualification for taxation as a REIT, limitations on distributions contained in our financing arrangements and other factors deemed relevant by our Board of Trustees in its discretion. Therefore, we cannot be sure that we will continue to pay distributions in the future or that the amount of any distributions we do pay will not decrease,

In order to continue to grow our investments and business, we will need to obtain additional financing, whether by expanding our existing credit arrangements or obtaining new equity or other financing sources. We cannot be sure that we would be successful in obtaining any such additional financing. If we are unable to obtain additional financing, we may not be able to further grow our investments and business,

As of June 30, 2019, we had $6,000,000 available for immediate investment, which, together with our then available borrowing capacity under our Master Repurchase Facility, is expected to provide us with approximately $22,000,000 available for investment in new first mortgage whole loans. However, our available borrowing capacity under our Master Repurchase Facility is subject to conditions. Therefore, we may have less than the currently expected amount available for additional investments. Further, it may take an extended period of time for us to reinvest any such amount, and any reinvestments we may make may not provide us with returns similar to those on our current investments or at comparable risks,

Competition may limit our ability to identify and make desirable investments,

Our belief that there continues to be strong demand for alternative sources of CRE debt capital may not be correct; further, any demand that now exists could be reduced. Reduced demand for alternative sources of CRE debt capital would further increase competition for investments in the CRE debt market,

Contingencies related to loans that we have entered applications with borrowers for but have not closed may not be satisfied and the closings of pending loans may not occur, may be delayed or the terms may change,

The value of our loans depends upon our borrowers’ ability to generate cash flow from operating the properties that are our collateral for our loans. Our borrowers may not have sufficient cash flow to repay our loans according to their terms, which may result in delinquency and foreclosure on our loans,

~~LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A~~Prepayment of our loans may adversely affect the value of our investment portfolio and our ability to make or sustain distributions to our shareholders,

Loans secured by properties in transition involve a greater risk of loss than loans secured by stabilized properties,

Our Manager's and RMR LLC's only experience managing or servicing a mortgage REIT ~~FOR U.S. FEDERAL INCOME TAX PURPOSES.~~is with respect to us, and we have a limited operating history,

~~FOR EXAMPLE:~~We may incur significant debt, and our governing documents contain no limit on the amount of debt we may incur,

~~WE HAVE NO OPERATING HISTORY, AND WE MAY NOT BE ABLE TO OPERATE OUR BUSINESS SUCCESSFULLY OR GENERATE SUFFICIENT REVENUE TO MAKE OR SUSTAIN DISTRIBUTIONS TO OUR SHAREHOLDERS,~~Continued availability of financing under our Master Repurchase Facility and our TCB note payable are subject to our satisfying certain financial covenants and other conditions, as applicable, that we may be unable to satisfy,

~~COMPETITION MAY LIMIT OUR ABILITY TO MAKE DESIRABLE INVESTMENTS,~~Financing for floating rate mortgages and other related assets that we may seek to sell pursuant to our Master Repurchase Facility is subject to approval by the lender under our Master Repurchase Facility, whose approval we may not obtain,

THE VALUE OF OUR LOANS WILL DEPEND ON OUR BORROWERS’ ABILITY TO GENERATE CASH FLOW FROM OPERATING THE PROPERTIES THAT ARE OUR COLLATERAL. OUR BORROWERS MAY NOT HAVE SUFFICIENT CASH FLOW TO REPAY OUR LOANS ACCORDING TO THEIR TERMS,Actual costs under our Master Repurchase Facility and the TCB note payable will be higher than LIBOR plus a premium because of fees and expenses associated with our debt,

~~PREPAYMENT OF OUR LOANS MAY ADVERSELY AFFECT THE VALUE OF OUR INVESTMENT PORTFOLIO AND CAUSE US TO REDUCE THE DISTRIBUTIONS WE PAY TO OUR SHAREHOLDERS,~~Our options to extend the maturity date of the TCB note payable are subject to our payment of extension fees and meeting other conditions, but the applicable conditions may not be met,

~~LOANS SECURED BY PROPERTIES IN TRANSITION INVOLVE A GREATER RISK OF LOSS THAN LOANS SECURED BY STABILIZED PROPERTIES,~~Our ability to obtain additional financing under our Master Repurchase Facility is contingent upon our ability to effectively originate additional investments. However, we cannot be sure that we will be able to use our Master Repurchase Facility as we expect or effectively originate additional investments in the near future or at all,

~~NEITHER OUR MANAGER NOR~~Any phase out of LIBOR may have an impact on our investments and our debt financial arrangements,

We are dependent upon our Manager, its affiliates and their personnel. We may be unable to find suitable replacements if our management agreement is terminated,

We believe that our relationships with our related parties, including our Managing Trustees, our Manager, RMR LLC ~~HAS EXPERIENCE MANAGING A MORTGAGE~~and others affiliated with them may benefit us and provide us with competitive advantages in operating and growing our business. However, the advantages we believe we may realize from these relationships may not materialize,

Our intention to remain exempt from registration under the Investment Company Act imposes limits on our operations, and we may fail to remain exempt from registration under the Investment Company Act, and

Our failure to remain qualified for taxation as a REIT could have significant adverse consequences.

~~WE MAY INCUR SIGNIFICANT DEBT, AND OUR GOVERNING DOCUMENTS CONTAIN NO LIMIT ON THE AMOUNT OF DEBT WE MAY INCUR,~~Currently unexpected results could occur due to many different circumstances, some of which are beyond our control, such as acts of terrorism, natural disasters or changes in capital markets or the economy generally.

~~WE ARE DEPENDENT ON OUR MANAGER, ITS AFFILIATES AND THEIR PERSONNEL. WE MAY BE UNABLE TO FIND SUITABLE REPLACEMENTS IF OUR MANAGEMENT AGREEMENT IS TERMINATED,~~The information contained elsewhere in this Quarterly Report on Form 10-Q and in our 2018 Annual Report or in our other filings with the SEC, including under the caption “Risk Factors” herein or therein, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov.

~~WE MAY NOT SUCCEED IN INCREASING THE SIZE OF OUR PORTFOLIO OR ITS DIVERSIFICATION OR IN ACHIEVING ECONOMIES OF SCALE,~~You should not place undue reliance upon our forward-looking statements.

WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, OUR MANAGER, RMR LLC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE,Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

OUR INTENTION TO REMAIN EXEMPT FROM REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, IMPOSES LIMITS ON OUR OPERATIONS, AND WE MAY FAIL TO REMAIN EXEMPT FROM REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, ANDStatement Concerning Limited Liability

~~OUR FAILURE TO QUALIFY OR REMAIN QUALIFIED FOR TAXATION AS A REIT COULD HAVE SIGNIFICANT ADVERSE CONSEQUENCES.~~

CURRENTLY UNEXPECTED RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY, ACTS OF TERRORISM OR NATURAL DISASTERS.

THE INFORMATION CONTAINED ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q OR IN OUR OTHER FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS”, OR INCORPORATED HEREIN OR THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

~~YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.~~

~~EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.~~The Articles of Amendment and Restatement of Tremont Mortgage Trust, a copy of which, together with any amendments or supplements thereto, is duly filed with the State Department of Assessments and Taxation of the state of Maryland, provide that the name Tremont Mortgage Trust refers to the trustees collectively as trustees, but not individually or personally. No trustee, officer, shareholder, employee or agent of Tremont Mortgage Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Tremont Mortgage Trust. All persons or entities dealing

~~STATEMENT CONCERNING LIMITED LIABILITY~~

THE ARTICLES OF AMENDMENT AND RESTATEMENT OF TREMONT MORTGAGE TRUST, A COPY OF WHICH, TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, IS DULY FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME TREMONT MORTGAGE TRUST REFERS TO THE TRUSTEES COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY. NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF TREMONT MORTGAGE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TREMONT MORTGAGE TRUST. ALL PERSONS OR ENTITIES DEALING WITH TREMONT MORTGAGE TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TREMONT MORTGAGE TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

with Tremont Mortgage Trust, in any way, shall look only to the assets of Tremont Mortgage Trust for the payment of any sum or the performance of any obligation.

Part II. Other Information

Item 1A. Risk Factors

~~There have been no~~Our business faces many risks, a number of which are described under the caption “Risk Factors” in our 2018 Annual Report. The risks described in our 2018 Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, ~~changes to~~may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors ~~from those we previously disclosed~~contained in our ~~IPO Prospectus, which was filed with~~2018 Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the ~~SEC~~value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our 2018 Annual Report and below, and the information contained under the caption “Warning Concerning Forward Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.

We may not have sufficient capital to acquire all of the investments that we determine are attractive.

Our capital resources are limited and we may not have sufficient capital to acquire investments that we determine are attractive. This could limit our ability to grow our investment portfolio, including by pursuing opportunities currently available in our loan origination pipeline, and adversely affect our ability to sustain or increase our distribution rate. Our ability to further grow our portfolio over time will depend, to a significant degree, upon our ability to access additional equity and debt capital. We cannot be sure that we will have access to such equity or debt capital on ~~September 15, 2017 and is accessible~~favorable terms at the ~~SEC’s website,~~ ~~www.sec.gov~~.desired times, or at all, which may cause us to reduce or suspend our investment activities or dispose of assets at an inopportune time or price, which could negatively affect our financial condition and results of operations. Any future debt financing could be costly and require a large portion of our cash flow from operations to be used for debt service, which would reduce funds available for investment activities or for distribution to our shareholders. Additionally, we may not be able to raise equity capital by issuing additional equity securities.

We may not be able to sustain or increase distributions to our shareholders in the future.

Our current quarterly distribution is $0.22 per common share ($0.88 per common share per year). However, there can be no assurance that we will be able to continue to pay distributions in the future or that the amount of any distributions we do pay will not decrease. Our current distribution rate exceeds our Core Earnings (Loss) and we expect that our current distribution rate will continue to exceed our Core Earnings (Loss). Accordingly, if our Core Earnings (Loss) do not increase we may have to fund distributions from other sources (such as from selling certain of our assets) or reduce, or eliminate, our distributions. Our ability to make future distributions at our current distribution amount will depend, to a significant degree, on our interest income from investments, our expenses (including interest expense) and we cannot be sure that we will meet our expectations with respect to these matters. For these reasons, we cannot be sure that we will continue to pay distributions in the future or that the amount of any distributions we do pay will not decrease.

Item 2. Unregistered ~~Sale~~Sales of Equity Securities and Use of Proceeds ~~(dollars~~

Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2019.



Calendar Month	Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 2019	644	$	9.39	—	$	—
Total	644	$	9.39	—	$	—

⁽¹⁾ These common share withholdings and purchases were made to satisfy the tax withholding and payment obligations of a former officer of RMR LLC in ~~thousands, except per share data)~~

~~On September 18, 2017, we sold 2,500,000~~connection with the vesting of awards of our common ~~shares of beneficial interest, par value $0.01 per share, or our common~~shares. We withheld and purchased these shares at atheir fair market value based upon the trading price ~~of $20.00 per share in our IPO. Concurrently with our IPO, we sold an additional 600,000~~ of our common shares at ~~a price~~the close of ~~$20.00 per share to our Manager in a private placement. The aggregate proceeds from these sales were $62 million.~~trading on Nasdaq on the purchase date.

There has been no material change in the planned use of proceeds from our IPO as described in our IPO Prospectus. As described in our IPO Prospectus, we intend to use the proceeds primarily for originating and investing in floating rate first mortgage loans, subordinated mortgages, mezzanine loans, or preferred equity interests in entities that own middle market and transitional CRE. Prior to the time we have fully used the proceeds to make investments in our target investments, we may fund some or all of our quarterly distributions out of the proceeds.

Item 6. Exhibits



Exhibit Number		Description

3.1		Articles of Amendment and Restatement of the Company effective September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September ~~18,~~13, 2017.)
3.2		Amended and Restated Bylaws of the Company dated September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September ~~18,~~13, 2017.)
4.1		Form of Common Share Certificate. (Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-11 dated August 3, 2017, File No. 333-219205.)
~~10.1~~31.1		Private Placement Purchase Agreement, dated as of September 13, 2017, by and between the Company and Tremont Realty Advisors LLC. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2017.)
~~10.2~~		Management Agreement, dated as of September 18, 2017, among the Company, Tremont Realty Advisors LLC and, solely in respect to Section 29 thereof, The RMR Group Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2017.)
~~10.3~~		~~2017 Equity Compensation Plan. (Incorporated by reference to the Company’s Registration Statement on Form S-8 dated November 9, 2017.)~~
~~10.4~~		~~Form of Share Award Agreement. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2017.)~~
~~10.5~~		~~Form of Indemnification Agreement. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2017.)~~
~~10.6~~		~~Summary of Trustee Compensation. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2017.)~~
~~31.1~~		Rule 13a-14(a) Certification. (Filed herewith.)
31.2		Rule 13a-14(a) Certification. (Filed herewith.)
~~31.3~~32.1		~~Rule 13a-14(a) Certification. (Filed herewith.)~~
~~31.4~~		~~Rule 13a-14(a) Certification. (Filed herewith.)~~
~~32.1~~		Section 1350 Certification. (Furnished herewith.)
101.1		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2017~~2019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance ~~Sheet,~~Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the ~~Statement~~Condensed Consolidated Statements of Shareholders' Equity, (iv) the Condensed Consolidated Statements of Cash ~~Flow~~Flows and ~~(iv)~~(v) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.)

SIGNATURES

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



	TREMONT MORTGAGE TRUST


	By:	/s/ David M. Blackman
		David M. Blackman President and Chief Executive Officer
		Dated: ~~November 14, 2017~~August 6, 2019

	By:	/s/ G. Douglas Lanois
		G. Douglas Lanois Chief Financial Officer and Treasurer (principal financial and accounting officer)
		Dated: ~~November 14, 2017~~August 6, 2019

1531



	Three Months Ended September 30, 2017			June 1, 2017 (inception) through September 30, 2017
Interest Income:
Interest income from investments	$	23		$	23

Expenses:
General and administrative expenses	261			261
Net loss	$	(238	)	$	(238	)

Weighted average common shares outstanding - basic and diluted	438			330

Net loss per common share - basic and diluted	$	(0.54	)	$	(0.72	)



	June 1, 2017 (inception) through September 30, 2017
Cash Flows from Operating Activities
Net loss	$	(238	)
Changes in operating assets and liabilities:
Accounts payable and other liabilities	75
Due to related persons	115
Net cash used in operating activities	(48		)

Cash Flows from Financing Activities
Proceeds from issuance of common shares	62,002
Net cash provided by financing activities	62,002

Increase in cash and cash equivalents	61,954
Cash and cash equivalents at beginning of period	—
Cash and cash equivalents at end of period	$	61,954