FOR IMMEDIATE RELEASE

Seven Hills Realty Trust Announces Third Quarter 2021 Results

Completed Merger with Tremont Mortgage Trust on September 30, 2021

Combined Third Quarter Loan Originations of $140 Million

Third Quarter Net Income and Distributable Earnings Per Common Share of $0.24

____________________________________________________________________________________________________

Newton, MA(November 2, 2021): Seven Hills Realty Trust (Nasdaq: SEVN)today announced financial results for the quarter and nine months ended September 30, 2021. On September 30, 2021, SEVN (formerly RMR Mortgage Trust, or RMRM) completed its previously announced merger with Tremont Mortgage Trust, or TRMT, whereby TRMT merged with and into RMRM, with RMRM as the surviving entity, or the Merger.

Tom Lorenzini, President of SEVN, made the following statement:

"We are pleased to have successfully completed the merger with Tremont Mortgage Trust to create Seven Hills Realty Trust, a larger commercial mortgage REIT with an expanded capital base, improved access to capital markets and greater financial strength. Our combined portfolio exceeds $526 million of committed capital and is well diversified geographically and across asset classes. All of our loans are current on debt service and the credit quality of our loan portfolio remains strong, supported by healthy fundamentals and the ongoing strength of our investments.

Going forward, we are intensely focused on leveraging SEVN's liquidity and debt capacity to fully invest our capital in first mortgage loans secured by middle market and transitional commercial real estate. Our manager, Tremont Realty Capital, remains active in the bridge loan market with a robust pipeline of potential lending opportunities, which we believe will continue to scale our investment portfolio, increase distributable earnings and deliver more attractive risk-adjusted returns for our shareholders over time."

The Merger was effective after the close of trading on September 30, 2021. Accordingly, assets acquired and liabilities assumed from TRMT in the Merger are included in SEVN's condensed consolidated balance sheet as of September 30, 2021; however, TRMT's results of operations are excluded from SEVN's condensed consolidated statement of operations for all periods presented.

Quarterly Results

Three Months Ended

(dollars in thousands, except per share data)

September 30, 2021

June 30, 2021

Change

Net income

$2,484

$1,160

114.1%

Net income per diluted share

$0.24

$0.11

118.2%

Distributable Earnings

$2,484

$1,342

85.1%

Distributable Earnings per diluted share

$0.24

$0.13

84.6%

Income from investments, net

$4,022

$2,863

40.5%

Book value per common share

$16.32

$18.90

(13.7%)

Adjusted Book Value per Common Share (1)

$18.83

$18.90

(0.4%)

  1. Adjusted Book Value per Common Share excludes $36.4 million, or $2.51 per common share, of unaccreted purchase discount resulting from the excess fair value compared to the purchase price of the loans acquired in the Merger. The purchase discount will be accreted into income over the remaining term of the respective loans held for investment.

Additional information and a reconciliation of net income determined in accordance with U.S. generally accepted accounting principles, or GAAP, to Distributable Earnings for the quarter and nine months ended September 30, 2021 appear later in this press release. Pro forma condensed consolidated statement of operations and calculation and reconciliation of net income (loss) to Distributable Earnings (Losses) for the three months ended September 30, 2021 as if the Merger had occurred on July 1, 2021 also appear later in this press release.

Portfolio Summary

(dollars in thousands)

September 30, 2021

June 30, 2021

March 31, 2021

Number of loans

22

9

7

Total loan commitments

$525,885

$250,710

$177,195

Weighted average maximum maturity (years)

3.7

4.2

4.3

Weighted average coupon rate

4.86%

4.98%

4.99%

Weighted average all in yield

5.43%

5.62%

5.65%

Weighted average LIBOR floor

1.01%

0.76%

0.77%

Weighted average risk rating

3.0

2.9

3.0

Weighted average loan to value

68%

68%

67%

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Recent Investment Activities

Excluding the 10 first mortgage loans acquired in the Merger on September 30, 2021, SEVN funded the following first mortgage loans during the three months ended September 30, 2021:

Property

Origination

Committed

Principal as of

Coupon

All in

Maximum

Location

Maturity

LTV

Type

Date

Principal

September 30, 2021

Rate

Yield

(date)

(dollars in thousands)

Plano, TX

Office

07/01/21

$

27,384

$

24,827

L + 4.75%

L + 5.18%

07/01/2026

78%

Portland, OR

Multifamily

07/09/21

19,688

19,688

L + 3.57%

L + 3.97%

07/09/2026

75%

Seattle, WA

Multifamily

08/16/21

12,500

12,200

L + 3.55%

L + 3.89%

08/16/2026

70%

Sandy Springs, GA

Retail

09/23/21

16,488

14,821

L + 3.75%

L + 4.11%

09/23/2026

72%

Total/weighted average

$

76,060

$

71,536

L + 4.01%

L + 4.41%

75%

  • In August 2021, SEVN received $19.1 million of repayment proceeds on its loan that was used to refinance a three-building lab property located in Berkeley, CA, which included outstanding principal of $18.4 million, a prepayment premium and exit fee of $0.6 million, as well as accrued interest and SEVN's associated legal expenses.
  • In October 2021, SEVN received $13.1 million of repayment proceeds on its loan that was used to finance a grocery anchored shopping center in Omaha, NE, which included outstanding principal of $13.1 million, as well as accrued interest and SEVN's associated legal expenses.
  • Also in October 2021, SEVN originated a first mortgage loan of $24.8 million to refinance a multi-tenant office building located in Carlsbad, CA. This loan requires the borrower to pay interest at the floating rate of LIBOR plus a premium of 325 basis points per annum. This floating rate loan includes an initial funding of $23.7 million and a future funding allowance of $1.1 million for tenant improvements, leasing commissions and capital expenditures and has a three-year initial term with two, one-year extension options, subject to the borrower meeting certain conditions.

Merger with Tremont Mortgage Trust

On September 30, 2021, SEVN completed the previously announced Merger and acquired TRMT's loan investment portfolio of 10 loans with $218.2 million in aggregate loan commitments. The purchase price, based on the closing price of SEVN's common shares on September 30, 2021 of $10.31 per share, was $169.2 million, including the assumption of $129.0 million outstanding under TRMT's master repurchase facility and closing costs of approximately $6.2 million (excluding closing costs of $5.2 million of which was paid by TRMT) and assumed working capital of $10.1 million. At the effective time of the Merger, each one (1) issued and outstanding common share of beneficial interest, $0.01 par value per share, of TRMT was automatically converted into the right to receive 0.516 of one (1) of the common shares of beneficial interest of SEVN, $0.001 par value per share. No fractional shares of SEVN common shares were issued in the Merger, and holders of shares of TRMT common shares received cash in lieu of any such fractional shares.

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The fair value of the loans acquired in the Merger exceeded the purchase price of the loans. In accordance with GAAP, a purchase discount is recorded for the difference between the fair value and purchase price of the loans acquired. The purchase discount of $36.4 million will be allocated to each acquired TRMT loan and accreted into income over the remaining term of the respective loan.

Recent Financing Activities

  • During the quarter ended September 30, 2021, UBS AG, or UBS, advanced approximately $48.5 million to SEVN under its master repurchase facility, and SEVN repaid $10.3 million of outstanding balances under its master repurchase facility with UBS.
  • As a result of the Merger with TRMT, SEVN assumed an aggregate $129.0 million outstanding principal balance under a master repurchase facility with Citibank, N.A., or Citibank.
  • As of September 30, 2021 and October 29, 2021, SEVN had $216.3 million and $223.6 million, respectively, in aggregate outstanding principal balance under its master repurchase facilities with Citibank and UBS. As of September 30, 2021, SEVN was in compliance with all covenants and other terms under its master repurchase facilities.

Distributions

  • On August 19, 2021, SEVN paid a quarterly distribution to common shareholders of record as of July 26, 2021 of $0.15 per common share, or approximately $1.5 million in aggregate.
  • On September 29, 2021, in connection with the Merger, SEVN paid a cash distribution in lieu of its regular quarterly distribution to common shareholders of record as of September 7, 2021 of $0.15 per common share, or approximately $1.5 million in aggregate.

Conference Call

At 10:00 a.m. Eastern Time on Wednesday, November 3, 2021, President, Tom Lorenzini, and Chief Financial Officer and Treasurer, Doug Lanois, will host a conference call to discuss SEVN's third quarter 2021 financial results. The conference call telephone number is (877) 270-2148. Participants calling from outside the United States and Canada should dial (412) 902-6510. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Wednesday, November 10, 2021. To access the replay, dial (412) 317-0088. The replay pass code is 10160361.

A live audio webcast of the conference call will also be available in a listen-only mode on SEVN's website, which is located at www.sevnreit.com. Participants wanting to access the webcast should visit SEVN's website about five minutes before the call. The archived webcast will be available for replay on SEVN's website after the call. The transcription, recording and retransmission in any way of SEVN's third quarter conference call are strictly prohibited without the prior written consent of SEVN.

Supplemental Data

A copy of SEVN's Third Quarter 2021 Supplemental Operating and Financial Data is available for download at SEVN's website, www.sevnreit.com. SEVN's website is not incorporated as part of this press release.

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Pro Forma Financial Information

Pro forma results combine the results of SEVN and TRMT for the three months ended September 30, 2021 as if the Merger had occurred on July 1, 2021.

On a pro forma basis for the quarter ended September 30, 2021, SEVN committed capital and funded six first mortgage loans totaling $139.5 million in loan commitments with an aggregate principal balance of $128.4 million and unfunded loan commitments of $11.1 million with a weighted average all in yield of 4.11% and a weighted average loan to value ratio, or LTV, of 73.3%. Pro forma net income per share and Distributable Earnings per share for the three months ended September 30, 2021 were $1.02 and $0.22 per diluted share, respectively.

Pro forma condensed consolidated statement of operations and calculation and reconciliation of net income (loss) to Distributable Earnings (Losses) for the three months ended September 30, 2021 as if the Merger had occurred on July 1, 2021 appear later in this press release.

About Seven Hills Realty Trust

SEVN is a real estate finance company that originates and invests in first mortgage loans secured by middle market and transitional commercial real estate. SEVN is managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR). Substantially all of RMR's business is conducted by its majority owned subsidiary, The RMR Group LLC, which is an alternative asset management company with $32 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. For more information about SEVN, please visit www.sevnreit.com.

Non-GAAP Financial Measures

SEVN presents Distributable Earnings and Adjusted Book Value per Common Share, which are considered "non-GAAP financial measures" within the meaning of the applicable rules of the Securities and Exchange Commission, or SEC.

Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to net income determined in accordance with GAAP or an indication of SEVN's cash flows from operations determined in accordance with GAAP, a measure of SEVN's liquidity or operating performance or an indication of funds available for SEVN's cash needs. In addition, SEVN's methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures; therefore, SEVN's reported Distributable Earnings may not be comparable to the distributable earnings as reported by other companies.

SEVN calculates Distributable Earnings as net income, computed in accordance with GAAP, including realized losses not otherwise included in net income determined in accordance with GAAP, and excluding: (a) the management incentive fees earned by SEVN's 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 for the period of the calculation (regardless of whether such items are included in or deducted from net income or in other comprehensive income under GAAP), if any; and (e) one-time events pursuant to changes in GAAP and certain non-cash items, if any. Distributable Earnings are reduced for realized losses on loan investments when amounts are deemed uncollectable.

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Seven Hills Realty Trust published this content on 02 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 November 2021 20:35:20 UTC.