Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Tremont Mortgage Trust | |
Entity Central Index Key | 0001708405 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 3,193,173 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 13,899 | $ 27,024 |
Restricted cash | 429 | 311 |
Loans held for investment, net | 180,911 | 135,844 |
Accrued interest receivable | 683 | 344 |
Prepaid expenses and other assets | 286 | 390 |
Total assets | 196,208 | 163,913 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable, accrued liabilities and deposits | 1,189 | 935 |
Master repurchase facility, net | 103,576 | 71,691 |
Note payable, net | 31,504 | 31,485 |
Due to related persons | 8 | 134 |
Total liabilities | 136,277 | 104,245 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares of beneficial interest, $0.01 par value per share; 25,000,000 shares authorized; 3,178,817 shares issued and outstanding | 32 | 32 |
Additional paid in capital | 62,575 | 62,540 |
Cumulative net loss | (2,326) | (2,904) |
Cumulative distributions | (350) | 0 |
Total shareholders’ equity | 59,931 | 59,668 |
Total liabilities and shareholders' equity | $ 196,208 | $ 163,913 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized | 25,000,000 | 25,000,000 |
Common shares of beneficial interest, shares issued | 3,178,817 | 3,178,817 |
Common shares of beneficial interest, shares outstanding | 3,178,817 | 3,178,817 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
INCOME FROM INVESTMENTS: | ||
Interest income from investments | $ 3,000 | $ 233 |
Less: interest and related expenses | (1,549) | (37) |
Income from investments, net | 1,451 | 196 |
OTHER EXPENSES: | ||
Management fees | 0 | 225 |
General and administrative expenses | 503 | 545 |
Reimbursement of shared services expenses | 370 | 375 |
Total expenses | 873 | 1,145 |
Net income (loss) | $ 578 | $ (949) |
Weighted average common shares outstanding - basic (in shares) | 3,136 | 3,111 |
Weighted average common shares outstanding - diluted (in shares) | 3,142 | 3,111 |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ 0.18 | $ (0.31) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 578 | $ (949) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Share based compensation | 35 | 20 |
Amortization of deferred financing costs | 100 | 38 |
Amortization of loan origination and exit fees | (294) | 0 |
Changes in operating assets and liabilities: | ||
Accrued interest receivable | (339) | 0 |
Prepaid expenses and other assets | 111 | 34 |
Accounts payable, accrued liabilities and deposits | 186 | 432 |
Due to related persons | (126) | 360 |
Net cash provided by (used in) operating activities | 251 | (65) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Origination of loans held for investment | (44,105) | 0 |
Additional funding of loans held for investment | (668) | 0 |
Net cash used in investing activities | (44,773) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from master repurchase facility | 31,866 | 0 |
Payments for deferred financing costs | (1) | (766) |
Distributions | (350) | 0 |
Net cash provided by (used in) financing activities | 31,515 | (766) |
Decrease in cash, cash equivalents and restricted cash | (13,007) | (831) |
Cash, cash equivalents and restricted cash at beginning of period | 27,335 | 61,666 |
Cash, cash equivalents and restricted cash at end of period | 14,328 | 60,835 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid | $ 1,336 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Shares | Additional Paid In Capital | Cumulative Net Loss | Cumulative Distributions |
Beginning balance (in shares) at Dec. 31, 2017 | 3,126,000 | ||||
Beginning balance at Dec. 31, 2017 | $ 60,870 | $ 31 | $ 62,135 | $ (1,296) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share grants (in shares) | 2,000 | ||||
Share grants | 20 | 20 | |||
Net income (loss) | (949) | (949) | |||
Ending balance (in shares) at Mar. 31, 2018 | 3,128,000 | ||||
Ending balance at Mar. 31, 2018 | $ 59,941 | $ 31 | 62,155 | (2,245) | |
Beginning balance (in shares) at Dec. 31, 2018 | 3,178,817 | 3,179,000 | |||
Beginning balance at Dec. 31, 2018 | $ 59,668 | $ 32 | 62,540 | (2,904) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share grants | 35 | 35 | |||
Net income (loss) | 578 | 578 | |||
Distributions | $ (350) | (350) | |||
Ending balance (in shares) at Mar. 31, 2019 | 3,178,817 | 3,179,000 | |||
Ending balance at Mar. 31, 2019 | $ 59,931 | $ 32 | $ 62,575 | $ (2,326) | $ (350) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - Supplemental Information - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 13,899 | $ 27,024 | $ 60,621 | |
Restricted cash | 429 | 311 | 214 | |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows | $ 14,328 | $ 27,335 | $ 60,835 | $ 61,666 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Tremont Mortgage Trust, or, collectively with its consolidated subsidiaries, we, us or our, was organized as a real estate investment trust, or REIT, under Maryland law on June 1, 2017. On September 18, 2017, we sold 2,500 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 sold an additional 600 of our common shares at a price of $20.00 per share to Tremont Realty Advisors LLC, or our Manager, in a private placement. The aggregate proceeds from these sales were $62,000 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash, Cash Equivalents and Restricted Cash We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted cash primarily consists of deposit proceeds from potential borrowers when originating loans, which may be returned to the applicable borrower upon the closing of the loan, after deducting any transaction costs paid by us for the benefit of such borrower. 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 condensed consolidated financial statements include the fair value of financial instruments. Loans Held for Investment Generally, our loans are classified as held for investment based upon our intent and ability to hold them until maturity. Loans that are held for investment are carried at cost, net of unamortized loan origination and accreted exit fees that are required to be recognized in the carrying value of the loans in accordance with GAAP, unless the loans are deemed to be impaired. Loans that we have a plan to sell or liquidate will be held at the lower of cost or fair value less cost to sell. We evaluate each of our loans for impairment at least quarterly by assessing a variety of risk factors in relation to each loan and assigning a risk rating to each loan based on those factors. Factors considered in these evaluations include, but are not limited to, property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, risk of loss, current loan to value ratio, or LTV, debt yield, collateral performance, structure, exit plan and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk) as defined below: "1" lower risk—Criteria reflects a sponsor having a strong financial condition and low credit risk and our evaluation of management's experience; collateral performance exceeding performance metrics included in the business plan or credit underwriting; and the property demonstrating stabilized occupancy and/or market rates, resulting in strong current cash flow and net operating income and/or having a very low LTV. "2" average risk—Criteria reflects a sponsor having a stable financial condition and our evaluation of management's experience; collateral performance meeting or exceeding substantially all performance metrics included in the business plan or credit underwriting; and the property demonstrating improved occupancy at market rents, resulting in sufficient current cash flow and/or having a low LTV. "3" acceptable risk—Criteria reflects a sponsor having a history of repaying loans at maturity and meeting its credit obligations and our evaluation of management's experience; collateral performance expected to meet performance metrics included in the business plan or credit underwriting; and the property having a moderate LTV. New loans and loans with a limited history will typically be assigned this rating and will be adjusted to other levels from time to time as appropriate. "4" higher risk—Criteria reflects a sponsor having a history of unresolved missed or late payments, maturity extensions and difficulty timely fulfilling its credit obligations and our evaluation of management's experience; collateral performance failing to meet the business plan or credit underwriting; the existence of a risk of default possibly leading to a loss and/or potential weaknesses that deserve management’s attention; and the property having a high LTV. "5" impaired/loss likely—Criteria reflects a very high risk of realizing a principal loss or having incurred a principal loss; a sponsor having a history of default payments, trouble fulfilling its credit obligations, deeds in lieu of foreclosures, and/or bankruptcies; collateral performance is significantly worse than performance metrics included in the business plan; loan covenants or performance milestones having been breached or not attained; timely exit via sale or refinancing being uncertain; and the property having a very high LTV. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due under a loan according to its contractual terms. Impairment will then be measured based on the present value of expected future cash flows discounted at the loan’s contractual effective rate and the fair value of any available collateral, net of any costs we expect to incur to realize that value. The determination of whether loans are impaired involves judgments and assumptions based on objective and subjective factors. Consideration will be given to various factors, such as business plans, property occupancies, tenant profiles, rental rates, operating expenses and borrowers’ repayment plans, among others, and will require significant judgments, including assumptions regarding the values of loans, the values of underlying collateral and other circumstances, such as guarantees, if any. Upon measurement of an impairment, we will record an allowance to reduce the carrying value of the loan accordingly, and record a corresponding charge to net income in our condensed consolidated statements of operations. As of March 31, 2019, we have not recorded any allowance for losses as we believe it is probable that we will collect all amounts due pursuant to the contractual terms of our loans. Repurchase Agreements Loans financed through repurchase agreements are treated as collateralized financing transactions, unless they meet sales treatment under GAAP. Pursuant to GAAP treatment of collateralized financing transactions, loans financed through repurchase agreements remain on our condensed consolidated balance sheet as assets, and cash received from the purchasers is recorded on our condensed consolidated balance sheet as liabilities. Interest paid in accordance with repurchase agreements is recorded as interest expense. Revenue Recognition Interest income related to our first mortgage whole loans secured by commercial real estate, or CRE, will generally be accrued based on the coupon rates applied to the outstanding principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into interest income over the remaining lives of the loans using the effective interest method, as adjusted for any prepayments. If a loan's interest or principal payments are not paid when due and there is uncertainty that such payments will be collected, the loan may be categorized as non-accrual and no interest will be recorded unless it is collected. When all overdue payments are collected and, in our judgment, a loan is likely to remain current, it may be re-categorized as accrual. |
Loans Held for Investment
Loans Held for Investment | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Loans Held for Investment | Loans Held for Investment We originate first mortgage whole loans secured by middle market and transitional CRE and related instruments which are generally to be held as long term investments. To fund our loan originations to date, we used cash on hand, advancements under our master repurchase facility with Citibank, N.A., or Citibank, or our Master Repurchase Facility, and borrowings under a term loan facility, in the form of a note payable, with Texas Capital Bank, National Association, or Texas Capital Bank, or the TCB note payable. See Note 5 for further information on our debt agreements. The table below details overall statistics for our loan portfolio as of March 31, 2019 : Balance at March 31, 2019 Number of loans 9 Total loan commitments $ 202,267 Unfunded loan commitments (1) $ 19,870 Principal balance $ 182,397 Unamortized net deferred origination fees $ (1,486 ) Carrying value $ 180,911 Weighted average coupon rate 6.13 % Weighted average all in yield (2) 6.73 % Weighted average maximum maturity (years) (3) 4.2 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, subject to the borrower meeting certain conditions. The table below details our loan activities for the three months ended March 31, 2019: Principal Balance Deferred Fees Carrying Value Balance at December 31, 2018 $ 137,129 $ (1,285 ) $ 135,844 Additional funding 668 — 668 Originations 44,600 (495 ) 44,105 Net amortization of deferred fees — 294 294 Balance at March 31, 2019 $ 182,397 $ (1,486 ) $ 180,911 The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio at March 31, 2019: Property Type Number of Loans Carrying Value Percentage of Value Office 4 $ 69,889 39 % Hotel 2 61,016 34 % Retail 2 25,677 14 % Multifamily 1 24,329 13 % 9 $ 180,911 100 % Geographic Location Number of Loans Carrying Value Percentage of Value East 3 $ 77,584 44 % South 4 71,308 39 % West 1 5,838 3 % Midwest 1 26,181 14 % 9 $ 180,911 100 % 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 March 31, 2019 , we had nine first mortgage whole loans with an aggregate carrying value of $ 180,911 . Based on our internal risk rating policy, each of these loans was assigned a "3" acceptable risk rating at March 31, 2019. We did not have any impaired loans, non-accrual loans or loans in maturity default as of March 31, 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As an emerging growth company that has opted to take advantage of the extended transition period, we will adopt ASU No. 2016-13 on January 1, 2022. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. |
Debt Agreements
Debt Agreements | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Agreements | Debt Agreements At March 31, 2019, our debt agreements included the Master Repurchase Facility, the TCB note payable and a credit agreement with our Manager, as lender, or the RMR Credit Agreement. Debt Obligation Weighted Average Collateral Maximum Facility Size Principal Balance Carrying Value Coupon Rate Remaining Maturity (1) Principal Balance Fair Value (2) March 31, 2019: Master repurchase facility $ 210,000 $ 104,448 $ 103,576 L + 2.07% 2.3 $ 142,784 $ 143,224 Note payable 32,290 31,690 31,504 L + 2.15% 2.3 39,613 $ 39,613 RMR Credit Agreement 25,000 — — 6.50% 2.9 — — 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. For the three months ended March 31, 2019, we recorded interest expense of $1,084 and $ 368 in connection with our Master Repurchase Facility and the TCB note payable, respectively. At March 31, 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 4,416 — 2021 100,032 31,690 2022 — — 2023 — — $ 104,448 $ 31,690 (1) The allocation of our Master Repurchase Facility and 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, 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. As previously reported, 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 becoming available for borrowing under the facility if and as we borrow under the RMR Credit Agreement or if and as we receive 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 our entering into the RMR Credit Agreement. 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 March 31, 2019, outstanding borrowings under our Master Repurchase Facility had a weighted average interest rate of LIBOR plus 207 basis points per annum, excluding associated fees and expenses. In connection with our Master Repurchase Agreement, we entered into a guaranty which requires us to pay the purchase price, purchase price differential and any costs and expenses of Citibank related to our Master Repurchase Agreement. This guaranty also requires us to comply with customary financial covenants, which include the maintenance of a minimum tangible net worth, minimum cash liquidity, a total indebtedness to tangible net worth ratio and a minimum interest coverage ratio. These maintenance provisions provide Citibank with the right, in certain circumstances related to a credit event, as defined in our Master Repurchase Agreement, to re-determine the value of purchased assets. Where a decline in the value of purchased assets has resulted in a margin deficit, Citibank may require us to eliminate such margin deficit through a combination of purchased asset repurchases and cash transfers to Citibank, subject to Citibank's approval. Our Master Repurchase Agreement also provides for acceleration of the date of repurchase of the purchased assets and Citibank’s liquidation of the purchased assets upon the occurrence and continuation of certain events of default, including a change of control of us, which includes our Manager ceasing to act as our sole manager or be a wholly owned subsidiary of The RMR Group LLC, or RMR LLC. As of March 31, 2019, we believe we were in compliance with the terms and conditions of the covenants of our Master Repurchase Agreement and the related guaranty. 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 March 31, 2019, we believe we were in compliance with the terms and conditions of the covenants of the TCB note payable and the related guaranty. RMR Credit Agreement As previously reported, on February 4, 2019, we entered into the RMR Credit Agreement with our Manager as lender, pursuant to which, from time to time until August 4, 2019, we may borrow up to $ 25,000 in subordinated unsecured loans at a rate of 6.50% per annum, which amount was increased by our Manager to $50,000 on May 3, 2019. The proceeds of any borrowings under the RMR Credit Agreement will be principally used to fund additional investments in first mortgage whole loans that are consistent with our business strategy and have been approved by our Board of Trustees. See Note 13 for further information on the May 2019 amendment. The RMR Credit Agreement contains certain customary representations, covenants and events of default and is subordinate in right of payment to our Master Repurchase Agreement. In addition, the RMR Credit Agreement provides that proceeds from any future public issuances by us of our common shares or of preferred equity must be used to prepay any amounts outstanding under the RMR Credit Agreement. The RMR Credit Agreement also provides for acceleration of payment of all amounts outstanding upon the continuation of certain events of default, such as a change of control of us, which includes the termination of our management agreement with our Manager. The RMR Credit Agreement matures on the later of February 4, 2022 or 30 days following the final maturity of both of our Master Repurchase Facility and the TCB note payable. We have relationships and historical and continuing relationships with our Manager. See Notes 8 and 9 for further information on these relationships and related party transactions. As of March 31, 2019, we believe we were in compliance with the terms and conditions of the RMR Credit Agreement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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 March 31, 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 March 31, 2019 and December 31, 2018, the principal balances of our Master Repurchase Facility and the TCB note payable approximated their 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 loan to value, 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 1 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: March 31, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Financial assets Loans held for investment 180,911 182,837 135,844 137,872 Financial liabilities Master Repurchase Facility 103,576 104,448 71,691 72,582 Note payable 31,504 31,690 31,485 31,690 There were no transfers of financial assets or liabilities within the fair value hierarchy during the three months ended March 31, 2019. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity On February 21, 2019 we paid a 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. On April 5, 2019, we purchased an aggregate of 644 of our common shares, valued at $9.39 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, from an officer of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the accelerated vesting of awards of our common shares. On April 18, 2019, we declared a distribution of $0.22 per common share, or approximately $700 , to shareholders of record on April 29, 2019. We expect to pay this distribution on or about May 16, 2019. 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. |
Management Agreement with our M
Management Agreement with our Manager | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Management Agreement with our Manager | Management Agreement with our Manager We have no employees. The personnel and various services we require to operate our business are provided to us by our Manager pursuant to a management agreement, which provides for the day to day management of our operations by our Manager, subject to the oversight and direction of our Board of Trustees. In June 2018, our Manager agreed to waive any base management fees otherwise due and payable pursuant to our management agreement for the period beginning July 1, 2018 until June 30, 2020. In addition, our Manager also agreed that no incentive fee will be paid or payable by us for the 2018 or 2019 calendar years. As a result, we did not recognize any base management fees or incentive fees for the three months ended March 31, 2019. If our Manager had not agreed to waive these fees, we would have recognized $223 of base management fees for the three months ended March 31, 2019. Pursuant to our management agreement, we recognized management fees of $225 for the three months ended March 31, 2018. Our Manager, and not us, is responsible for the costs of its employees who provide services to us, including the cost of our Manager’s personnel who originate our loans, unless any such payment or reimbursement is specifically approved by a majority of our Independent Trustees, is a shared services cost or relates to awards made under any equity compensation plan adopted by us. We are generally required to pay or to reimburse our Manager and its affiliates for all other costs and expenses of our operations. Some of these overhead, professional and other services are provided by RMR LLC pursuant to a shared services agreement between our Manager and RMR LLC. We reimburse our Manager for shared services costs our Manager pays to RMR LLC and its affiliates, and these reimbursements may include an allocation of the cost of personnel employed by RMR LLC and our share of RMR LLC’s costs for providing our internal audit function, with such shared services costs subject to approval by a majority of our Independent Trustees at least annually. We incurred shared services costs of $370 and $375 payable to our Manager as reimbursement for shared services costs it paid to RMR LLC for the three months ended March 31, 2019 and 2018, respectively. We include these amounts in reimbursement of shared services expenses or general and administrative expenses, as applicable, in our condensed consolidated statements of operations. |
Related Person Transactions
Related Person Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with our Manager, RMR LLC, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and which have trustees, directors and officers who are also our Trustees or officers. Our Manager, Tremont Realty Advisors LLC We have a management agreement with our Manager to provide management services to us. See Note 8 for further information regarding our management agreement with our Manager. We were formerly a 100% owned subsidiary of our Manager. Our Manager is our largest shareholder and, as of March 31, 2019, owned 600,100 of our common shares, or approximately 18.9% of our outstanding common shares. Each of our Managing Trustees and officers is also a director or officer of our Manager and of RMR LLC. We are party to the RMR Credit Agreement with our Manager, pursuant to which from time to time until August 4, 2019, we may borrow up to $50,000 in subordinated unsecured loans at a rate of 6.50% per annum. See Note 5 for further information regarding the RMR Credit Agreement. RMR Inc. and RMR LLC. Our Manager is a subsidiary of RMR LLC, which is a majority owned subsidiary of RMR Inc., and RMR Inc. is the managing member of RMR LLC. The controlling shareholder of RMR Inc. is ABP Trust. Adam D. Portnoy, one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, a managing director, president and chief executive officer of RMR Inc., a director of our Manager and an officer 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 an executive officer of RMR LLC. RMR LLC provides certain shared services to our Manager, which are applicable to us, and we reimburse our Manager for the amount it pays for those services. See Note 8 for further information regarding this shared services arrangement. For further information about these and other such relationships and certain other related person transactions, refer to our 2018 Annual Report. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the IRC. Accordingly, we generally are not, and will not be, subject to U.S. federal income tax, provided that we meet certain distribution and other requirements. We are subject to certain state and local taxes, certain of which amounts are or will be reported as income taxes in our condensed consolidated statements of operations |
Weighted Average Common Shares
Weighted Average Common Shares | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Weighted Average Common Shares | Weighted Average Common Shares The table below provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings (loss) per share: For the Three Months Ended March 31, 2019 2018 (1) Weighted average common shares for basic earnings (loss) per share 3,136 3,111 Effect of dilutive securities: unvested share awards 6 — Weighted average common shares for diluted earnings (loss) per share 3,142 3,111 (1) For the three months ended March 31, 2018, 856 unvested common shares were not included in the calculation of diluted loss per share because to do so would have been antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Unfunded Commitments As of March 31, 2019 , we had unfunded commitments of $19,870 related to our loans held-for-investment. 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. These commitments are not reflected in our condensed consolidated balance sheets. Loans held for investments related to these unfunded commitments have a weighted average initial maturity of 2.4 years. See Note 4 for further information related to loans held for investment. Borrowings As of March 31, 2019 , we had aggregate principal balances outstanding under our Master Repurchase Facility and the TCB note payable of $ 136,138 . Principal balances outstanding at March 31, 2019 had a weighted average life to maturity of 2.3 years. See Note 5 for further information related to our secured debt agreements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In May 2019, our Manager increased the maximum amount that we may borrow under the RMR Credit Agreement from $25,000 to $50,000 . The proceeds of any borrowings under the RMR Credit Agreement will be principally used to fund additional investments in first mortgage whole loans that are consistent with our business strategy and have been approved by our Board of Trustees. Also in May, 2019, in connection with the increase in commitment under the RMR Credit Agreement, we amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the facility from $210,000 to $250,000 , with the additional advancements becoming available for borrowing under the facility if and as we borrow under the RMR Credit Agreement or if and as we receive proceeds from any public offering of our common shares or preferred equity, as further provided in our Master Repurchase Agreement. See Note 5 for further information regarding the RMR Credit Agreement and our Master Repurchase Agreement. Also in May 2019, we closed a $37,600 first mortgage whole loan to finance the acquisition of a 932,000 square foot industrial facility in Barrington, NJ at an as is LTV of approximately 79% . This loan requires the borrower to pay interest at a per annum floating rate of LIBOR plus a premium of 350 basis points. This loan funded $34,900 at closing, includes a future funding allowance of $2,700 for building improvements and leasing capital and has a three year term with a one year extension option subject to the borrower meeting certain conditions. Also in May 2019, we closed a $28,000 first mortgage whole loan to refinance a 220 unit apartment community in Houston, TX at an as is LTV of approximately 56% . This loan requires the borrower to pay interest at a per annum floating rate of LIBOR plus a premium of 350 basis points. This loan funded $27,475 at closing, includes a future funding allowance of $525 for interest short falls and has an 18 month term with two , one year extension options subject to the borrower meeting certain conditions. We funded these two loans that closed in May 2019 with borrowings under the RMR Credit Agreement and our Master Repurchase Facility in the amounts of $14,220 and $48,155 , respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted cash primarily consists of deposit proceeds from potential borrowers when originating loans, which may be returned to the applicable borrower upon the closing of the loan, after deducting any transaction costs paid by us for the benefit of such borrower. |
Basis of Presentation | 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 condensed consolidated financial statements include the fair value of financial instruments. |
Loans Held for Investment | Loans Held for Investment Generally, our loans are classified as held for investment based upon our intent and ability to hold them until maturity. Loans that are held for investment are carried at cost, net of unamortized loan origination and accreted exit fees that are required to be recognized in the carrying value of the loans in accordance with GAAP, unless the loans are deemed to be impaired. Loans that we have a plan to sell or liquidate will be held at the lower of cost or fair value less cost to sell. We evaluate each of our loans for impairment at least quarterly by assessing a variety of risk factors in relation to each loan and assigning a risk rating to each loan based on those factors. Factors considered in these evaluations include, but are not limited to, property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, risk of loss, current loan to value ratio, or LTV, debt yield, collateral performance, structure, exit plan and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk) as defined below: "1" lower risk—Criteria reflects a sponsor having a strong financial condition and low credit risk and our evaluation of management's experience; collateral performance exceeding performance metrics included in the business plan or credit underwriting; and the property demonstrating stabilized occupancy and/or market rates, resulting in strong current cash flow and net operating income and/or having a very low LTV. "2" average risk—Criteria reflects a sponsor having a stable financial condition and our evaluation of management's experience; collateral performance meeting or exceeding substantially all performance metrics included in the business plan or credit underwriting; and the property demonstrating improved occupancy at market rents, resulting in sufficient current cash flow and/or having a low LTV. "3" acceptable risk—Criteria reflects a sponsor having a history of repaying loans at maturity and meeting its credit obligations and our evaluation of management's experience; collateral performance expected to meet performance metrics included in the business plan or credit underwriting; and the property having a moderate LTV. New loans and loans with a limited history will typically be assigned this rating and will be adjusted to other levels from time to time as appropriate. "4" higher risk—Criteria reflects a sponsor having a history of unresolved missed or late payments, maturity extensions and difficulty timely fulfilling its credit obligations and our evaluation of management's experience; collateral performance failing to meet the business plan or credit underwriting; the existence of a risk of default possibly leading to a loss and/or potential weaknesses that deserve management’s attention; and the property having a high LTV. "5" impaired/loss likely—Criteria reflects a very high risk of realizing a principal loss or having incurred a principal loss; a sponsor having a history of default payments, trouble fulfilling its credit obligations, deeds in lieu of foreclosures, and/or bankruptcies; collateral performance is significantly worse than performance metrics included in the business plan; loan covenants or performance milestones having been breached or not attained; timely exit via sale or refinancing being uncertain; and the property having a very high LTV. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due under a loan according to its contractual terms. Impairment will then be measured based on the present value of expected future cash flows discounted at the loan’s contractual effective rate and the fair value of any available collateral, net of any costs we expect to incur to realize that value. The determination of whether loans are impaired involves judgments and assumptions based on objective and subjective factors. Consideration will be given to various factors, such as business plans, property occupancies, tenant profiles, rental rates, operating expenses and borrowers’ repayment plans, among others, and will require significant judgments, including assumptions regarding the values of loans, the values of underlying collateral and other circumstances, such as guarantees, if any. Upon measurement of an impairment, we will record an allowance to reduce the carrying value of the loan accordingly, and record a corresponding charge to net income in our condensed consolidated statements of operations. As of March 31, 2019, we have not recorded any allowance for losses as we believe it is probable that we will collect all amounts due pursuant to the contractual terms of our loans. |
Repurchase Agreements | 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 | Revenue Recognition Interest income related to our first mortgage whole loans secured by commercial real estate, or CRE, will generally be accrued based on the coupon rates applied to the outstanding principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into interest income over the remaining lives of the loans using the effective interest method, as adjusted for any prepayments. If a loan's interest or principal payments are not paid when due and there is uncertainty that such payments will be collected, the loan may be categorized as non-accrual and no interest will be recorded unless it is collected. When all overdue payments are collected and, in our judgment, a loan is likely to remain current, it may be re-categorized as accrual. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As an emerging growth company that has opted to take advantage of the extended transition period, we will adopt ASU No. 2016-13 on January 1, 2022. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. |
Loans Held for Investment (Tabl
Loans Held for Investment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Loans | The table below details overall statistics for our loan portfolio as of March 31, 2019 : Balance at March 31, 2019 Number of loans 9 Total loan commitments $ 202,267 Unfunded loan commitments (1) $ 19,870 Principal balance $ 182,397 Unamortized net deferred origination fees $ (1,486 ) Carrying value $ 180,911 Weighted average coupon rate 6.13 % Weighted average all in yield (2) 6.73 % Weighted average maximum maturity (years) (3) 4.2 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, subject to the borrower meeting certain conditions. The table below details our loan activities for the three months ended March 31, 2019: Principal Balance Deferred Fees Carrying Value Balance at December 31, 2018 $ 137,129 $ (1,285 ) $ 135,844 Additional funding 668 — 668 Originations 44,600 (495 ) 44,105 Net amortization of deferred fees — 294 294 Balance at March 31, 2019 $ 182,397 $ (1,486 ) $ 180,911 The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio at March 31, 2019: Property Type Number of Loans Carrying Value Percentage of Value Office 4 $ 69,889 39 % Hotel 2 61,016 34 % Retail 2 25,677 14 % Multifamily 1 24,329 13 % 9 $ 180,911 100 % Geographic Location Number of Loans Carrying Value Percentage of Value East 3 $ 77,584 44 % South 4 71,308 39 % West 1 5,838 3 % Midwest 1 26,181 14 % 9 $ 180,911 100 % |
Debt Agreements (Tables)
Debt Agreements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | At March 31, 2019, our debt agreements included the Master Repurchase Facility, the TCB note payable and a credit agreement with our Manager, as lender, or the RMR Credit Agreement. Debt Obligation Weighted Average Collateral Maximum Facility Size Principal Balance Carrying Value Coupon Rate Remaining Maturity (1) Principal Balance Fair Value (2) March 31, 2019: Master repurchase facility $ 210,000 $ 104,448 $ 103,576 L + 2.07% 2.3 $ 142,784 $ 143,224 Note payable 32,290 31,690 31,504 L + 2.15% 2.3 39,613 $ 39,613 RMR Credit Agreement 25,000 — — 6.50% 2.9 — — 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. |
Schedule of Maturities of Long-term Debt | At March 31, 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 4,416 — 2021 100,032 31,690 2022 — — 2023 — — $ 104,448 $ 31,690 (1) The allocation of our Master Repurchase Facility and TCB note payable is based on the current maturity date of each individual borrowing under the respective agreement. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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: March 31, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Financial assets Loans held for investment 180,911 182,837 135,844 137,872 Financial liabilities Master Repurchase Facility 103,576 104,448 71,691 72,582 Note payable 31,504 31,690 31,485 31,690 |
Weighted Average Common Shares
Weighted Average Common Shares (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The table below provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings (loss) per share: For the Three Months Ended March 31, 2019 2018 (1) Weighted average common shares for basic earnings (loss) per share 3,136 3,111 Effect of dilutive securities: unvested share awards 6 — Weighted average common shares for diluted earnings (loss) per share 3,142 3,111 (1) For the three months ended March 31, 2018, 856 unvested common shares were not included in the calculation of diluted loss per share because to do so would have been antidilutive. |
Organization (Details)
Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 18, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | |||
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Proceeds from sale of common shares | $ 62,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued (in shares) | 2,500,000 | ||
Price of shares issued (in dollars per share) | $ 20 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued (in shares) | 600,000 | ||
Price of shares issued (in dollars per share) | $ 20 |
Loans Held for Investment - Loa
Loans Held for Investment - Loan Portfolio Statistics (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)loan | Dec. 31, 2018USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of loans | loan | 9 | |
Total loan commitments | $ 202,267 | |
Principal balance | 182,397 | $ 137,129 |
Unamortized net deferred origination fees | (1,486) | (1,285) |
Carrying value | $ 180,911 | $ 135,844 |
Weighted average coupon rate | 6.13% | |
Weighted average all in yield | 6.73% | |
Weighted average maximum maturity | 4 years 2 months 23 days | |
Weighted average LTV | 0.71 | |
Unfunded commitments | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unfunded loan commitments | $ 19,870 | |
Weighted average maximum maturity | 2 years 4 months 24 days | |
First Mortgage Bridge Loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Carrying value | $ 180,911 |
Loans Held for Investment - L_2
Loans Held for Investment - Loan Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Movement in Mortgage Loans on Real Estate [Roll Forward] | ||
Principal, beginning balance | $ 137,129 | |
Deferred Fees, beginning balance | (1,285) | |
Beginning balance | 135,844 | |
Additional funding | 668 | |
Principal, Loan funding | 44,600 | |
Deferred Fees, Loan funding | (495) | |
Net Book Value, Loan funding | 44,105 | |
Net amortization of deferred fees | 294 | $ 0 |
Principal, ending balance | 182,397 | |
Deferred Fees, ending balance | (1,486) | |
Ending balance | $ 180,911 |
Loans Held for Investment - L_3
Loans Held for Investment - Loan Portfolio (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)loan | Dec. 31, 2018USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 9 | |
Net Book Value Balance | $ | $ 180,911 | $ 135,844 |
Percentage of Value | 100.00% | |
East | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 3 | |
Net Book Value Balance | $ | $ 77,584 | |
Percentage of Value | 44.00% | |
South | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 4 | |
Net Book Value Balance | $ | $ 71,308 | |
Percentage of Value | 39.00% | |
Midwest | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 1 | |
Net Book Value Balance | $ | $ 5,838 | |
Percentage of Value | 3.00% | |
West | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 1 | |
Net Book Value Balance | $ | $ 26,181 | |
Percentage of Value | 14.00% | |
Office | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 4 | |
Net Book Value Balance | $ | $ 69,889 | |
Percentage of Value | 39.00% | |
Hotel | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 2 | |
Net Book Value Balance | $ | $ 61,016 | |
Percentage of Value | 34.00% | |
Retail | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 2 | |
Net Book Value Balance | $ | $ 25,677 | |
Percentage of Value | 14.00% | |
Multifamily | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of loans | loan | 1 | |
Net Book Value Balance | $ | $ 24,329 | |
Percentage of Value | 13.00% |
Debt Agreements - Schedule of D
Debt Agreements - Schedule of Debt (Details) - USD ($) | Feb. 04, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Carrying Value | $ 136,138,000 | ||
RMR Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum Facility Size | $ 25,000,000 | $ 50,000,000 | |
RMR Credit Agreement | LIBOR | |||
Debt Instrument [Line Items] | |||
Coupon Rate | 6.50% | 6.50% | |
Note payable | |||
Debt Instrument [Line Items] | |||
Maximum Facility Size | $ 32,290,000 | ||
Maximum Facility Size | $ 32,290,000 | ||
Principal Balance | 31,690,000 | 31,690,000 | |
Carrying Value | $ 31,504,000 | $ 31,485,000 | |
Remaining Maturity | 2 years 3 months 18 days | 2 years 7 months 6 days | |
Collateral, Principal Balance | $ 39,613,000 | $ 39,613,000 | |
Collateral, Fair Value | $ 39,613,000 | $ 39,640,000 | |
Note payable | LIBOR | |||
Debt Instrument [Line Items] | |||
Coupon Rate | 2.15% | 2.15% | |
Line of credit | RMR Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum Facility Size | $ 25,000,000 | ||
Principal Balance | 0 | ||
Carrying Value | $ 0 | ||
Coupon Rate | 6.50% | ||
Remaining Maturity | 2 years 10 months 24 days | ||
Collateral, Principal Balance | $ 0 | ||
Collateral, Fair Value | 0 | ||
Mortgages and Related Assets | |||
Debt Instrument [Line Items] | |||
Maximum Facility Size | 210,000,000 | $ 135,000,000 | |
Principal Balance | 104,448,000 | 72,582,000 | |
Principal Balance | 104,448,000 | ||
Carrying Value | $ 103,576,000 | $ 71,691,000 | |
Maturity of repurchase agreement | P2Y3M18D | P2Y7M6D | |
Collateral, Principal Balance | $ 142,784,000 | $ 97,516,000 | |
Collateral, Fair Value | $ 143,224,000 | $ 98,232,000 | |
Mortgages and Related Assets | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.07% | 2.08% |
Debt Agreements - Debt Maturiti
Debt Agreements - Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Mortgages and Related Assets | ||
Debt Instrument [Line Items] | ||
2019 | $ 0 | |
2020 | 4,416 | |
2021 | 100,032 | |
2022 | 0 | |
2023 | 0 | |
Total | 104,448 | |
Note payable | ||
Debt Instrument [Line Items] | ||
2019 | 0 | |
2020 | 0 | |
2021 | 31,690 | |
2022 | 0 | |
2023 | 0 | |
Total | $ 31,690 | $ 31,690 |
Debt Agreements - Master Repurc
Debt Agreements - Master Repurchase Facility (Details) - Mortgages and Related Assets - USD ($) | Feb. 09, 2018 | May 14, 2019 | May 01, 2019 | Mar. 31, 2019 | Feb. 04, 2019 | Dec. 31, 2018 | Nov. 06, 2018 |
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Authorized amount | $ 210,000,000 | $ 135,000,000 | |||||
Citibank, N.A. | |||||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Authorized amount | $ 100,000,000 | $ 210,000,000 | $ 135,000,000 | ||||
Percentage of purchased asset, initial purchase price | 75.00% | ||||||
Minimum percentage of margin to advance | 75.00% | ||||||
Interest rate | 2.07% | ||||||
LIBOR | |||||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Interest rate | 2.07% | 2.08% | |||||
LIBOR | Citibank, N.A. | |||||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Variable basis spread | 2.00% | ||||||
LIBOR | Citibank, N.A. | Minimum | |||||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Variable basis spread | 2.00% | ||||||
LIBOR | Citibank, N.A. | Maximum | |||||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Variable basis spread | 2.50% | ||||||
Subsequent event | Citibank, N.A. | |||||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||||
Authorized amount | $ 250,000,000 | $ 250,000,000 |
Debt Agreements - Notes Payable
Debt Agreements - Notes Payable (Details) | Feb. 04, 2019USD ($) | Jul. 27, 2018extension_option | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 14, 2019USD ($) | May 03, 2019USD ($) | Jul. 31, 2018USD ($)keystory |
Hampton Inn JFK | |||||||
Debt Instrument [Line Items] | |||||||
Loan amount | $ 40,363,000 | ||||||
Number of keys in building | key | 216 | ||||||
Number of stories in building | story | 13 | ||||||
Note payable | |||||||
Debt Instrument [Line Items] | |||||||
Funding of loan | $ 39,613,000 | $ 39,613,000 | |||||
Borrowing amount | $ 32,290,000 | ||||||
Note payable | Hampton Inn JFK | |||||||
Debt Instrument [Line Items] | |||||||
Funding of loan | $ 39,613,000 | ||||||
Note payable | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.15% | 2.15% | |||||
TCB Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 368,000 | ||||||
TCB Loan | Note payable | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of collateral eligible to be advanced | 80.00% | ||||||
Number of extension options | extension_option | 2 | ||||||
Term of extension option | 1 year | ||||||
Debt yield | 10.50% | ||||||
Percentage of loan guaranteed | 25.00% | ||||||
TCB Loan | Note payable | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.15% | ||||||
RMR Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 25,000,000 | $ 50,000,000 | |||||
RMR Credit Agreement | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 6.50% | 6.50% | |||||
Subsequent event | RMR Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 50,000,000 | $ 50,000,000 | |||||
Mortgages and Related Assets | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense for repurchase agreement | $ 1,084,000 | ||||||
Funding of loan | $ 142,784,000 | $ 97,516,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Recurring Fair Value (Details) - Recurring - Level III - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for investment | $ 182,837 | $ 137,872 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for investment | 180,911 | 135,844 |
Master repurchase agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 104,448 | 72,582 |
Master repurchase agreement | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 103,576 | 71,691 |
Note payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 31,690 | 31,690 |
Note payable | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 31,504 | $ 31,485 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Apr. 24, 2019trustee$ / sharesshares | Apr. 18, 2019USD ($)$ / shares | Apr. 05, 2019$ / sharesshares | Feb. 21, 2019USD ($)$ / shares | Mar. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Distributions paid (in dollars per share) | $ 0.11 | ||||
Distributions | $ | $ 350 | $ 350 | |||
Subsequent event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Distributions | $ | $ 700 | ||||
Shares paid for tax withholding (in shares) | shares | 644 | ||||
Shares paid for tax withholding (in dollars per share) | $ 9.39 | ||||
Distributions declared (in dollars per share) | $ 0.22 | ||||
Subsequent event | Fully Vested Common Shares | Trustee | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares granted (in shares) | shares | 3,000 | ||||
Shares granted (in dollars per share) | $ 10.36 | ||||
Number of trustees | trustee | 5 |
Management Agreement with our_2
Management Agreement with our Manager (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)employee | Mar. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | ||
Number of employees | employee | 0 | |
Management fees, including waived fees | $ 223 | |
Management fees | 0 | $ 225 |
Reimbursement of shared services expenses | 370 | 375 |
Principal Owner | ||
Related Party Transaction [Line Items] | ||
Management fees | 225 | |
Shared Service Costs | Principal Owner | ||
Related Party Transaction [Line Items] | ||
Reimbursement of shared services expenses | $ 370 | $ 375 |
Related Person Transactions (De
Related Person Transactions (Details) - USD ($) | Feb. 04, 2019 | Mar. 31, 2019 |
Tremont Mortgage Trust | Tremont Realty Advisors LLC | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 100.00% | |
Shares owned (in shares) | 600,100 | |
Noncontrolling ownership interest | 18.90% | |
RMR Credit Agreement | ||
Related Party Transaction [Line Items] | ||
Borrowing amount | $ 25,000,000 | $ 50,000,000 |
LIBOR | RMR Credit Agreement | ||
Related Party Transaction [Line Items] | ||
Variable rate | 6.50% | 6.50% |
Weighted Average Common Share_2
Weighted Average Common Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average common shares for basic earnings (loss) per share (in shares) | 3,136,000 | 3,111,000 |
Effect of dilutive securities: unvested share awards (in shares) | 6,000 | 0 |
Weighted average common shares for diluted earnings (loss) per share (in shares) | 3,142,000 | 3,111,000 |
Restricted unvested common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 856,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Loans and Leases Receivable Disclosure [Line Items] | |
Weighted average maximum maturity | 4 years 2 months 23 days |
Borrowings outstanding | $ 136,138 |
Weighted average maturity | 2 years 3 months 18 days |
Unfunded commitments | |
Loans and Leases Receivable Disclosure [Line Items] | |
Unfunded commitments | $ 19,870 |
Weighted average maximum maturity | 2 years 4 months 24 days |
Subsequent Events (Details)
Subsequent Events (Details) ft² in Thousands | May 14, 2019USD ($)ft²extension_optionloanapartment_unit | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | May 03, 2019USD ($) | May 01, 2019USD ($) | Feb. 04, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 06, 2018USD ($) | Feb. 09, 2018USD ($) |
Subsequent Event [Line Items] | |||||||||
Weighted average LTV | 0.71 | ||||||||
Proceeds from master repurchase facility | $ 31,866,000 | $ 0 | |||||||
Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Draw on credit agreement | $ 14,220,000 | ||||||||
Proceeds from master repurchase facility | 48,155,000 | ||||||||
RMR Credit Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Borrowing amount | 50,000,000 | $ 25,000,000 | |||||||
RMR Credit Agreement | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Borrowing amount | 50,000,000 | $ 50,000,000 | |||||||
Mortgages and Related Assets | |||||||||
Subsequent Event [Line Items] | |||||||||
Authorized amount | $ 210,000,000 | $ 135,000,000 | |||||||
Citibank, N.A. | Mortgages and Related Assets | |||||||||
Subsequent Event [Line Items] | |||||||||
Authorized amount | $ 210,000,000 | $ 135,000,000 | $ 100,000,000 | ||||||
Citibank, N.A. | Mortgages and Related Assets | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Authorized amount | $ 250,000,000 | $ 250,000,000 | |||||||
Mortgage receivable | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of loans | loan | 2 | ||||||||
Mortgage receivable | Barrington, NJ | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Loan amount | $ 37,600,000 | ||||||||
Area of property (in sqft) | ft² | 932 | ||||||||
Weighted average LTV | 0.79 | ||||||||
Funding of loan | $ 34,900,000 | ||||||||
Allowance for improvements | $ 2,700,000 | ||||||||
Term | 3 years | ||||||||
Term of extension option | 1 year | ||||||||
Mortgage receivable | Houston, TX | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Loan amount | $ 28,000,000 | ||||||||
Number of keys in building | apartment_unit | 220 | ||||||||
Weighted average LTV | 0.56 | ||||||||
Funding of loan | $ 27,475,000 | ||||||||
Allowance for interest short fall | $ 525,000 | ||||||||
Term | 18 months | ||||||||
Number of extension options | extension_option | 2 | ||||||||
Term of extension option | 1 year | ||||||||
Mortgage receivable | LIBOR | Barrington, NJ | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Variable rate | 3.50% | ||||||||
Mortgage receivable | LIBOR | Houston, TX | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Variable rate | 3.50% |