Seven Hills Realty Trust 10-Q

Item 4. Controls and Procedures As of the end of the period covered by this 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 Investment 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 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 March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 26 Table of Contents Warning Concerning Forward-Looking Statements 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 1995 and other securities laws. These statements include words such as “believe”, “could”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “would”, “should”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: the disposition of our real estate owned; economic, market and industry conditions; demand for CRE debt and opportunities that may exist for alternative lenders like us; the diversity of our loan investment portfolio; our future lending activity and opportunities; the ability of our borrowers to achieve their business plans; our leverage levels and possible future financings; our liquidity needs and sources; and the amount and timing of future distributions. Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in any forward-looking statements. Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: • Our borrowers’ ability to successfully execute their business plans, including our borrowers' ability to manage and stabilize properties; • Whether the diversity and other characteristics of our loan portfolio will benefit us to the extent we expect; • Our ability to carry out our business strategy and take advantage of opportunities for our business that we believe exist; • The impact of inflation, geopolitical instability, interest rates and economic recession or downturn on the CRE industry generally and specific CRE sectors applicable to our investments and lending markets, us and our borrowers; • Fluctuations in interest rates and credit spreads may reduce the returns we may receive on our investments and increase our borrowing costs; • Fluctuations in market demand for CRE debt and the volume of transactions and available opportunities in the CRE debt market, including the middle market; • Dislocations and volatility in the capital markets; • Our ability to utilize our Secured Financing Facilities and to obtain additional capital to enable us to attain our target leverage, to make additional investments and to increase our potential returns, and the cost of that capital; • Our ability to pay distributions to our shareholders and sustain or increase the amount of such distributions; • Our ability to successfully execute, achieve and benefit from our operating and investment targets, investment and financing strategies and leverage policies; • The amount and timing of cash flows we receive from our investments; • The ability of Tremont to make suitable investments for us, to monitor, service and administer our existing investments and to otherwise implement our investment strategy and successfully manage us; • Our ability to maintain and improve a favorable net interest spread between the interest we earn on our investments and the interest we pay on our borrowings; • The extent to which we earn and receive origination, extension, exit, prepayment or other fees we may earn from our investments; • Yields that may be available to us from mortgages on middle market and transitional CRE; • The duration and other terms of our loan agreements with borrowers and our ability to match our loan investments with our repurchase lending arrangements; • The credit qualities of our borrowers; 27 Table of Contents • The ability and willingness of our borrowers to repay our investments in a timely manner or at all; • The extent to which our borrowers' sponsors provide support to our borrowers or us regarding our loans; • Our ability to maintain our exemption from registration under the 1940 Act; • Events giving rise to increases in our credit loss reserves; • Our ability to diversify our investment portfolio based on industry and market conditions; • The ability of our manager to arrange for the successful management of real estate owned and our ability to sell those properties at prices that allow us to recover amounts we invested; • Our ability to successfully compete; • Market trends in our industry or with respect to interest rates, real estate values, the debt securities markets or the economy generally; • Reduced demand for office or retail space; • Regulatory requirements and the effect they may have on us or our competitors; • Competition within the CRE lending industry; • Changes in the availability, sourcing and structuring of CRE lending; • Defaults by our borrowers; • Compliance with, and changes to, federal, state or local laws or regulations, accounting rules, tax laws or similar matters; • 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; • Actual and potential conflicts of interest with our related parties, including our Managing Trustees, Tremont, RMR, and others affiliated with them; • Acts of God, earthquakes, hurricanes, outbreaks or continuation of pandemics, or other public health safety events or conditions, supply chain disruptions, climate change and other man-made or natural disasters or war, terrorism, social unrest or civil disturbances; and • Other matters. These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained in our filings with the SEC, including under the caption “Risk Factors” in our periodic reports, or incorporated therein, identifies other important factors that could cause differences from our forward-looking statements in this Quarterly Report on Form 10-Q. 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. Statement Concerning Limited Liability The Declaration of Trust of Seven Hills Realty Trust, a copy of which, together with any amendments or supplements thereto, is duly filed with the State Department of Assessments and Taxation of Maryland, provide that the name Seven Hills Realty Trust refers to the trustees collectively as trustees, but not individually or personally. No trustee, officer, shareholder, employee or agent of Seven Hills Realty Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Seven Hills Realty Trust. All persons or entities dealing with Seven Hills Realty Trust, in any way, shall look only to the assets of Seven Hills Realty Trust for the payment of any sum or the performance of any obligation. 28 Table of Contents Part II. Other Information Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in our 2023 Annual Report.