Item 5. Market for Registrant’s Common Equity
Item 5. Market for Common Equity, Related Shareholder Matters and Small Business Issuer Purchases of Equity Securities
Market Information
On February 10, 2017, our Common Shares listed on the NYSE American LLC and began trading under the symbol “SACH”. Prior to its listing on the NYSE American LLC, our Common Shares were not publicly traded.
On March 28, 2024, the last reported sale price of our Common Shares on the NYSE American was $4.43 per share.
Holders
As of March 28, 2024, we had 73 shareholders of record of our Common Shares. The number of holders does not include individuals or entities who beneficially own shares but whose shares, which are held of record by a broker or clearing agency but does include each such broker or clearing agency as one record holder. Computershare Trust Company, N.A. serves as transfer agent for our Common Shares.
45
Table of Contents
Dividends and Distribution Policy
U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its taxable income. To the extent that it annually distributes less than 100% of its taxable income, the undistributed amount is taxed at regular corporate rates.
We intend to pay regular quarterly dividends in an amount necessary to maintain our qualification as a REIT. Any distributions we make to our shareholders, the amount of such dividend and whether such dividend is payable in cash, our Common Shares or other property, or a combination thereof, is at the discretion of the Board and will depend on, among other things, our actual results of operations and liquidity. These results and our ability to pay distributions will be affected by various factors, including the net interest and other income from our portfolio, our operating expenses and other expenditures and the restrictions and limitations imposed by the New York Business Corporation Law, referred to as the BCL, and any restrictions and/or limitations imposed on us by our creditors.
To comply with certain REIT qualification requirements, we will, before the end of any REIT taxable year in which we have accumulated earnings and profits attributable to a non-REIT year, declare a dividend to our shareholders to distribute such accumulated earnings and profits, referred to as a Purging Distribution. As of January 1, 2017, we had no accumulated earnings and profits.
46
Table of Contents
The table below sets forth dividends paid to the holders of our Common Shares since we began operating as a REIT.
Amount
Payment Date
Per Share
2024
January 10≠
$
0.11
2023
November 7
$
0.11
August 11
$
0.13
April 24
$
0.13
January 10£
$
0.13
2022
November 14
$
0.13
July 28
$
0.14
April 18
$
0.12
January 10Ω
$
0.12
2021
October 29
$
0.12
July 30
$
0.12
April 16
$
0.12
January 8 ¥
$
0.12
2020
November 4
$
0.12
August 7
$
0.12
January 27*
$
0.12
2019
October 22
$
0.12
July 29
$
0.12
April 18
$
0.12
January 10**
$
0.17
2018
November 6
$
0.12
July 27
$
0.11
April 27***
$
0.105
February 27****
$
0.105
2017
November 17
$
0.105
July 27
$
0.105
April 27
$
0.05
≠
A portion represents a distribution of 2023 income.
£
A portion represents a distribution of 2022 income.
Ω
A portion represents a distribution of 2021 income.
¥
A portion represents a distribution of 2020 income.
*
A portion represents a distribution of 2019 income.
**
Represents a distribution of 2018 income.
*** A portion represents a distribution of 2017 income.
**** Represents a distribution of 2017 income.
47
Table of Contents
Our ability to pay dividends, the amount of the dividend and the frequency at which we will pay dividends is subject to numerous factors, many of which are discussed elsewhere herein including under the caption “Risk Factors.” These factors include the following:
● how quickly we can deploy the net proceeds from the sale of equity and debt securities to make new loans;
● our ability to increase the interest rate on our loans;
● our ability to manage and control our operating and administrative expenses, particularly those relating to our status as a public reporting REIT;
● defaults by our borrowers;
● the rate of prepayments on our outstanding loans and our ability to reinvest those payments in new loans;
● regional and national economic conditions;
● competition from banks and other financing sources;
● our cash flow from operations;
● unanticipated developments, write-offs or liabilities;
● restrictions and limitations imposed by the BCL; and
● restrictions in our existing and future credit facilities.
For information regarding securities authorized under the equity compensation plan, see Item 12.
Stock Repurchase Plan
In October 2022, the Board adopted a stock repurchase plan (the “Repurchase Program”), which it then extended in October 2023 so that it now continues through October 9, 2024. Under the Repurchase Program, we may repurchase up to an aggregate of $7,500,000 of our Common Shares. Share repurchases will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market in accordance with applicable federal securities laws, including Rule 10b-18 and 10b5-1 of the Exchange Act. Ladenburg Thalmann & Co. Inc. is acting as our exclusive purchasing agent under the Repurchase Program. No repurchases were made under the Repurchase Program during 2023 and through the date of this filing.
I tem 6. [Reserved]