Item 1. Financial Statements
Item 1. FINANCIAL STATEMENTS
SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
March 31, 2025
December 31, 2024
(unaudited)
(audited)
Assets
Cash and cash equivalents
$
24,414
$
18,066
Investment securities (at fair value)
1,392
1,517
Loans held for investment (net of deferred loan fees of $ 2,225 and $ 1,950 )
365,635
375,041
Allowance for credit losses
( 18,122 )
( 18,470 )
Loans held for investment, net
347,513
356,571
Loans held for sale (net of valuation allowance of $ 4,876 and $ 4,880 )
10,974
10,970
Interest and fees receivable (net of allowance of $ 2,981 and $ 3,133 )
4,281
3,768
Due from borrowers (net of allowance of $ 1,956 and $ 1,135 )
4,413
5,150
Real estate owned, net
18,865
18,574
Investments in limited liability companies
53,935
53,942
Investments in developmental real estate, net
16,432
14,032
Property and equipment, net
3,209
3,222
Other assets
5,967
6,164
Total assets
$
491,395
$
491,976
Liabilities and Shareholders’ Equity
Liabilities:
Notes payable (net of deferred financing costs of $ 3,232 and $ 3,713 )
$
227,007
$
226,526
Repurchase agreements
41,519
33,708
Mortgage payable
981
1,002
Lines of credit
36,100
40,000
Accounts payable and accrued liabilities
2,705
4,377
Advances from borrowers
3,079
4,047
Below market lease intangible
665
665
Total liabilities
312,056
310,325
Commitments and Contingencies - Note 13
Shareholders’ equity:
Preferred shares - $ 0.001 par value; 5,000,000 shares authorized; 2,903,000 shares designated as Series A Preferred Stock; 2,306,748 shares of Series A Preferred Stock issued and outstanding at March 31, 2025 and December 31, 2024
2
2
Common Shares - $ 0.001 par value; 200,000,000 shares authorized; 47,310,139 and 46,965,306 issued and outstanding at March 31, 2025 and December 31, 2024, respectively
47
47
Additional paid-in capital
257,220
256,956
Cumulative net earnings
36,422
35,518
Cumulative dividends paid
( 114,352 )
( 110,872 )
Total shareholders’ equity
179,339
181,651
Total liabilities and shareholders’ equity
$
491,395
$
491,976
The accompanying notes, together with the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
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SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(dollars in thousands, except share and per share data)
Three Months Ended
March 31,
2025
2024
Revenues
Interest income from loans
$
7,887
$
12,641
Fee income from loans
1,425
2,616
Income from limited liability company investments
2,052
1,195
Other investment income
6
316
Other income
72
35
Total revenues
11,442
16,803
Operating expenses
Interest and amortization of deferred financing costs
6,094
7,469
Compensation and employee benefits
1,771
1,943
General and administrative expenses
1,355
1,239
Provision for credit losses related to loans held for investment
1,052
1,365
Change in valuation allowance related to loans held for sale
( 4 )
—
Loss on sale of real estate owned and property and equipment, net
—
11
Other expenses
145
503
Total operating expenses
10,413
12,530
Operating income
1,029
4,273
Other (loss) income, net
(Loss) gain on equity securities
( 125 )
397
Total other (loss) income, net
( 125 )
397
Net income
904
4,670
Preferred stock dividend
( 1,117 )
( 1,022 )
Net (loss) income attributable to common shareholders
$
( 213 )
$
3,648
Basic and diluted (loss) earnings per Common Share
$
( 0.00 )
$
0.08
Basic and diluted weighted average Common Shares outstanding
46,784,744
47,128,511
The accompanying notes, together with the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
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SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)
(dollars in thousands, except share and per share data)
Three Months Ended
March 31,
2025
2024
Net income
$
904
$
4,670
Other comprehensive income:
Reversal of losses from unrealized to realized
—
212
Unrealized holding losses on available for sale (“AFS”) securities
—
( 337 )
Comprehensive income
$
904
$
4,545
Preferred stock dividend
$
( 1,117 )
$
( 1,022 )
Total comprehensive (loss) income attributable to common shareholders
$
( 213 )
$
3,523
The accompanying notes, together with the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
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SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
(dollars in thousands, except share data)
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Accumulated
Additional
Other
Preferred Shares
Common Shares
Paid in
Comprehensive
Cumulative
Cumulative
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Net Earnings
Dividends Paid
Totals
Balance, January 1, 2025
2,306,748
$
2
46,965,306
$
47
$
256,956
$
—
$
35,518
$
( 110,872 )
$
181,651
Stock-based compensation, less shares forfeited
—
—
344,833
—
264
—
—
—
264
Dividends paid on Series A Preferred Stock
—
—
—
—
—
—
—
( 1,117 )
( 1,117 )
Dividends paid on Common Shares
—
—
—
—
—
—
—
( 2,363 )
( 2,363 )
Net income
—
—
—
—
—
—
904
—
904
Balance, March 31, 2025
2,306,748
$
2
47,310,139
$
47
$
257,220
$
—
$
36,422
$
( 114,352 )
$
179,339
FOR THE THREE MONTHS ENDED MARCH 31, 2024
Accumulated
Additional
Other
Preferred Shares
Common Shares
Paid in
Comprehensive
Cumulative
Cumulative
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Net Earnings
Dividends Paid
Totals
Balance, January 1, 2024
2,029,923
$
2
46,765,483
$
47
$
249,826
$
316
$
75,089
$
( 95,204 )
$
230,076
Issuance of Series A Preferred Stock, net of expenses
79,034
—
—
—
1,556
—
—
—
1,556
Issuance of Common Shares, net of expenses
—
—
568,711
—
2,049
—
—
—
2,049
Stock-based compensation
—
—
111,857
—
239
—
—
—
239
Reversal of losses from unrealized to realized
—
—
—
—
—
212
—
—
212
Unrealized holding losses on AFS securities
—
—
—
—
—
( 337 )
—
—
( 337 )
Dividends paid on Series A Preferred Stock
—
—
—
—
—
—
—
( 1,022 )
( 1,022 )
Net income
—
—
—
—
—
—
4,670
—
4,670
Balance, March 31, 2024
2,108,957
$
2
47,446,051
$
47
$
253,670
$
191
$
79,759
$
( 96,226 )
$
237,443
The accompanying notes, together with the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
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SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Three Months Ended
March 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
904
$
4,670
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs
545
624
Depreciation expense
92
94
Stock-based compensation
264
239
Provision for credit losses related to loans held for investment
1,052
1,365
Change in valuation allowance related to loans held for sale
( 4 )
—
Loss on sale of real estate owned and property and equipment, net
—
11
Loss (gain) on equity securities
125
( 397 )
Change in deferred loan fees
275
( 291 )
Changes in operating assets and liabilities:
Interest and fees receivable, net
( 361 )
392
Other assets
133
( 63 )
Due from borrowers, net
( 254 )
( 1,038 )
Accounts payable and accrued liabilities
( 1,612 )
433
Advances from borrowers
( 968 )
( 1,822 )
Total adjustments and operating changes
( 713 )
( 453 )
NET CASH PROVIDED BY OPERATING ACTIVITIES
191
4,217
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities
—
( 7,725 )
Proceeds from the sale of investment securities
—
7,128
Purchase of interests in limited liability companies
( 4,223 )
( 3,186 )
Proceeds from limited liability companies returns of capital
4,230
—
Proceeds from sale of real estate owned
89
121
Acquisitions of and improvements to real estate owned
—
( 749 )
Purchase of property and equipment
( 41 )
( 14 )
Improvements in investment in developmental real estate
( 742 )
—
Principal disbursements for loans
( 41,308 )
( 42,654 )
Principal collections on loans
47,742
51,398
NET CASH PROVIDED BY INVESTING ACTIVITIES
5,747
4,319
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from lines of credit
36,100
460
Repayments on lines of credit
( 40,000 )
( 600 )
Proceeds from repurchase agreements
11,693
—
Repayments of repurchase agreements
( 3,882 )
—
Repayment of mortgage payable
( 21 )
( 20 )
Dividends paid on Common Shares
( 2,363 )
( 5,144 )
Dividends paid on Series A Preferred Stock
( 1,117 )
( 1,022 )
Proceeds from issuance of Common Shares, net of expenses
—
2,049
Proceeds from issuance of Series A Preferred Stock, net of expenses
—
1,556
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
410
( 2,721 )
NET INCREASE IN CASH AND CASH EQUIVALENTS
6,348
5,815
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD
18,066
12,598
CASH AND CASH EQUIVALENTS – END OF PERIOD
$
24,414
$
18,413
The accompanying notes, together with the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
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SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (unaudited)
(dollars in thousands)
Years Ended
March 31,
2025
2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the period for interest
$
5,760
$
6,851
Real estate acquired in connection with foreclosure of certain mortgages
$
410
$
374
Developmental real estate acquired in settlement of loan held for investment
$
1,696
$
—
Loans originated from sale of real estate owned
$
30
$
—
The accompanying notes, together with the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
1. The Company
Sachem Capital Corp. (the “Company”), a New York corporation, specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. The Company operates its business as one segment. The Company offers short-term (i.e., one to three years ), secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the northeastern and southeastern sections of the United States. The properties securing the Company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals, a pledge of the ownership interests in the borrower by the principals thereof, and/or personal guarantees by the principals of the borrower. The Company’s primary underwriting criteria is a conservative loan to value ratio. In addition, the Company makes opportunistic real estate purchases and investments apart from its lending activities.
2. Significant Accounting Policies
The significant accounting policies of the Company, unless further updated below, are consistent with those disclosed in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 31, 2025.
Unaudited Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. However, in the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K. The balance sheet information as of December 31, 2024 is derived from audited financial statements, but does not include all disclosures required by GAAP. Results of operations for the three month period ended March 31, 2025, is not necessarily indicative of the operating results to be attained in the entire fiscal year or for any subsequent period.
Basis of Presentation and Principles of Consolidation
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases the use of estimates on (a) various assumptions that consider prior reporting results, (b) the Company’s projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could differ from those estimates. Significant estimates include the provisions for current expected credit losses, loans held for sale at fair value and real estate owned.
The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of all subsidiaries in which the Company has control over significant operating, financial and investing decisions of the entity. All intercompany accounts and transactions have been eliminated in consolidation.
Variable Interest Entity
On March 20, 2025, the Company formed SN Holdings LLC (“SN Holdings”), a wholly owned subsidiary of the Company, for the sole purpose of acting as the borrower under a new revolving credit facility with Needham Bank (the “2025 Needham Credit Facility”). Simultaneously with the execution of the new facility, the Company terminated and repaid in full the outstanding balance under its previous facility with Needham Bank.
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
SN Holdings is a variable interest entity (“VIE”) under the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation , as it was established with insufficient equity at risk and does not have independent operations apart from the parent company. The Company has determined that it is the primary beneficiary of SN Holdings because it has both (i) the power to direct the activities that most significantly impact SN Holdings’ economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to SN Holdings, primarily through its role as the guarantor of the 2025 Needham Credit Facility and through its ability to direct all operational and financing decisions. Accordingly, SN Holdings has been consolidated in the Company’s financial statements.
As of March 31, 2025, SN Holdings had total assets of $ 83.5 million and total liabilities of $ 36.1 million, consisting primarily of collateralized mortgage loans and borrowings under the 2025 Needham Credit Facility. The assets of SN Holdings can only be used to settle obligations of SN Holdings and are not available to the Company or its creditors, other than as permitted under the intercompany guaranty and lien release provisions of the Credit Agreement.
3. Fair Value Measurement
The following table illustrates assets and liabilities measured at fair value on a recurring basis :
Fair Value Measurement
(in thousands)
March 31, 2025
December 31, 2024
Level 1
Investment securities
$
1,392
$
1,517
Level 3
Loans held for sale, net
10,974
10,970
The following table illustrates assets and liabilities measured at fair value on a nonrecurring basis:
Fair Value Measurement
(in thousands)
March 31, 2025
December 31, 2024
Level 3
Individually evaluated loans, net of allowance for credit losses
$
83,415
$
80,757
Real estate owned, net
18,865
18,574
There were no nonrecurring fair value adjustments to the above assets for the three months ended March 31, 2025.
Carrying amounts and fair values of financial instruments at March 31, 2025 and December 31, 2024:
Carrying Amount
Fair Value Measurement
(in thousands)
March 31, 2025
December 31, 2024
March 31, 2025
December 31, 2024
Level 1
Cash and cash equivalents
$
24,414
$
18,066
$
24,414
$
18,066
Notes payable (listed) – fixed rate debt
230,239
230,239
194,802
194,810
Investment securities
1,392
1,517
1,392
1,517
Level 2
Lines of credit and repurchase agreements – variable rate debt
77,619
73,708
77,619
73,708
Level 3
Loans held for investment, net
347,513
356,571
347,513
356,571
Loans held for sale, net
10,974
10,970
10,974
10,970
Interest and fees receivable and due from borrowers
8,694
8,918
8,694
8,918
Investments in limited liability companies
53,935
53,942
53,935
53,942
Advances from borrowers
3,079
4,047
3,079
4,047
Mortgage payable
981
1,002
981
1,002
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Impact of Fair Value of Available-for-sale Securities on Other Comprehensive Income
The following table presents the impact of the Company’s AFS securities - debt securities on its Other Comprehensive Income (“OCI”) for the three months ended March 31, 2025 and 2024:
Three Months Ended
March 31,
2025
2024
(in thousands)
OCI from AFS securities – debt securities:
Unrealized gain on debt securities at beginning of period
$
—
$
316
Reversal of losses from unrealized to realized
—
212
Unrealized holding losses on AFS securities
—
( 337 )
Change in OCI from AFS debt securities
—
( 125 )
Balance at end of period
$
—
$
191
As of March 31, 2025 and December 31, 2024, the Company held no debt securities.
4. Loans and Allowance for Credit Losses
Loans include loans held for investment that are accounted for at amortized cost net of allowance for credit losses and loans held for sale that are accounted for at the lower of cost or market net of a valuation allowance. The classification for a loan is based on management’s strategy for the loan.
Loans held for investment
As of March 31, 2025 and December 31, 2024, the Company had 143 and 157 loans held for investment, respectively.
As of March 31, 2025 and December 31, 2024, the Company had direct reserves on outstanding principal for loans held for investment of $ 13.1 million and $ 13.3 million, respectively.
Loans held for sale
The Company offers mortgage notes receivable to be sold in real estate capital markets. The Company does not originate loans with the intent to designate them as loans held for sale. As of both March 31, 2025 and December 31, 2024, the Company maintained eleven loans held for sale with a gross outstanding principal balance of $ 15.9 million, of which had an aggregate valuation allowance of $ 4.9 million in connection with pricing based on lower of cost or market. As of both March 31, 2025 and December 31, 2024, such loans were on nonaccrual status and in pending/pre-foreclosure.
Loan portfolio
As of March 31, 2025 and December 31, 2024, loans held for investment on nonaccrual status had an outstanding principal balance of $ 107.6 million and $ 87.0 million, respectively. The nonaccrual loans are inclusive of loans pending foreclosure and loans held for sale. Interest income recorded on nonaccrual loans due to payments received for the three months ended March 31, 2024 was $ 0.3 million, while such income for the three months ended March 31, 2025 was nominal. The below table summarizes the Company’s loan portfolio by the past due status:
Loans held for investment
(in thousands)
Current
30-59 days past due
60-89 days past due
Greater than 90 days
Total
As of March 31, 2025
$
220,538
$
37,617
$
2,114
$
107,591
$
367,860
As of December 31, 2024
$
223,513
$
49,460
$
16,936
$
87,082
$
376,991
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
As of March 31, 2025, the Company’s mortgage loan portfolio includes loans ranging in size of $ 0.03 million up to $ 37.9 million with stated interest rates ranging from 6.5 % to 15.0 %. The default interest rate is generally 18.0 % but could be more or less depending on state usury laws and other considerations deemed relevant by the Company.
As of March 31, 2025 and December 31, 2024, the Company had one borrower representing 13.6 % and 14.0 % of the outstanding mortgage loan portfolio, or $ 50.0 million and $ 55.0 million, respectively.
Deferred loan fees
As of March 31, 2025 and December 31, 2024, the Company had $ 2.2 million and $ 2.0 million of deferred loan fee revenue relating to loans held for investment, respectively. There were no such deferred fees for loans held for sale as of March 31, 2025 and December 31, 2024.
Allowance for credit losses
The below table represents the financial statement line items that are impacted by the allowance for credit losses for the three months ended March 31, 2025:
Balance as of
Provision for (recovery of) credit
Balance as of
December 31, 2024
losses related to loans
Charge-offs
March 31, 2025
(in thousands)
Loans
$
18,470
$
273
$
( 621 )
$
18,122
Interest and fees receivable
3,133
( 152 )
—
2,981
Due from borrower
1,135
991
( 170 )
1,956
Unfunded commitments
924
( 60 )
—
864
Total allowance for credit losses
$
23,662
$
1,052
$
( 791 )
$
23,923
The following table summarizes the activity in the loans held for investment allowance for credit losses by geographic location for the three months ended March 31, 2025:
Provision for
Allowance for credit losses
Allowance for credit losses as of
(recovery of) credit losses
as of March 31,
December 31, 2024
related to loans
Charge-offs
2025
(in thousands)
New England
$
12,844
$
34
$
—
$
12,878
Mid-Atlantic
1,857
7
—
1,864
South
1,802
279
( 621 )
1,460
West
1,967
( 47 )
—
1,920
Total
$
18,470
$
273
$
( 621 )
$
18,122
The following table presents charge-offs by fiscal year of origination for the three months ended March 31, 2025:
2025
2024
2023
2022
2021
Prior
Total
(in thousands)
Current period charge-offs
$
—
$
134
$
—
$
487
$
—
$
—
$
621
Total
$
—
$
134
$
—
$
487
$
—
$
—
$
621
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Presented below is the Company’s loans held for investment portfolio by geographical location:
March 31, 2025
December 31, 2024
(in thousands)
Carrying Value
% of Portfolio
Carrying Value
% of Portfolio
New England
$
175,759
47.8
%
$
179,421
47.6
%
Mid-Atlantic
42,128
11.5
%
42,304
11.2
%
South
145,872
39.7
%
151,165
40.1
%
West
4,101
1.1
%
4,101
1.1
%
Total
$
367,860
100.0
%
$
376,991
100.0
%
The following tables allocate the carrying value of the Company’s loan portfolio based on credit quality indicators in assessing estimated credit losses and vintage of origination at the dates indicated:
March 31, 2025
Year Originated (1)
Carrying
FICO Score (2) (in thousands)
Value
2025
2024
2023
2022
2021
Prior
Loans held for investment:
Under 500
$
140
$
—
$
140
$
—
$
—
$
—
$
—
501-550
2,855
—
—
—
—
1,055
1,800
551-600
4,924
—
1,222
290
—
1,816
1,596
601-650
27,774
2,338
7,175
1,663
1,795
7,411
7,392
651-700
35,300
—
3,938
6,861
11,669
11,502
1,330
701-750
181,430
17,447
5,975
36,480
25,909
92,767
2,852
751-800
109,070
5,604
25,952
31,740
28,535
17,239
—
801-850
6,367
977
—
1,146
4,244
—
—
Total
$
367,860
$
26,366
$
44,402
$
78,180
$
72,152
$
131,790
$
14,970
December 31, 2024
Year Originated (1)
Carrying
FICO Score (2) (in thousands)
Value
2024
2023
2022
2021
2020
Prior
Loans held for investment:
Under 500
$
140
$
140
$
—
$
—
$
—
$
—
$
—
501-550
2,860
—
—
—
1,060
—
1,800
551-600
7,094
1,222
290
2,170
1,816
636
960
601-650
28,779
8,432
3,347
1,798
7,411
6,149
1,642
651-700
35,711
4,250
7,177
10,302
12,079
660
1,243
701-750
159,575
6,275
40,459
11,982
97,980
1,023
1,856
751-800
124,599
26,465
32,016
36,280
28,427
1,411
—
801-850
18,233
—
415
17,818
—
—
—
Total
$
376,991
$
46,784
$
83,704
$
80,350
$
148,773
$
9,879
$
7,501
(1)
Represents the year of origination or amendment where the loan was subject to a full re-underwriting.
(2)
The FICO Scores are calculated at the inception of the loan and are updated if the loan is modified or on an as needed basis.
11
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Loan modifications made to borrowers experiencing financial difficulty
The tables below presents loan modifications during the period made to borrowers experiencing financial difficulty:
Three Months Ended March 31, 2025
% of Total
Carrying Value of
(in thousands)
Carrying Value
Loans held for investment, net
Financial Effect
Term extension
$
23,992
6.2
%
A weighted average of 6.7 months were added to the life of the loans
The Company monitors the performance of loans modified during the period to borrowers experiencing financial difficulty. The table below presents the performance of loans that have been modified in the last 12 months to borrowers experiencing financial difficulty. The Company considers loans that are 90 days past due to be in payment default.
Three Months Ended March 31, 2025
(in thousands)
Current
90-119 days past due
120+ days past due
Total
Term extension
$
23,922
$
—
$
—
$
23,992
The Company has committed to lend additional amounts totaling approximately $ 0.8 million to borrowers experiencing financial difficulty. Of the loans that were modified that experienced financial difficulties during the three months ended March 31, 2025, no loans defaulted within the three months of the modification. Of the loans that were modified that experienced financial difficulties during the period, one loan with an outstanding principal balance of $ 0.6 million experienced a rate decrease due to the modification. The change in the rate was taking the loan off default rate.
5. Investment in Developmental Real Estate, net
As of March 31, 2025 and December 31, 2024, investment in developmental real estate, net consisted of the following:
Investment in Rental
March 31, 2025
Cost
Accumulated Depreciation
Real Estate, Net
(in thousands)
Land
$
6,453
$
—
$
6,453
Building
4,936
( 185 )
4,751
Site improvements
359
( 36 )
323
Tenant improvements
1,264
( 1 )
1,263
Construction in progress
3,642
—
3,642
Total
$
16,654
$
( 222 )
$
16,432
Investment in Rental
December 31, 2024
Cost
Accumulated Depreciation
Real Estate, Net
(in thousands)
Land
$
4,557
$
—
$
4,557
Building
4,936
( 154 )
4,782
Site improvements
359
( 30 )
329
Tenant improvements
1,223
—
1,223
Construction in progress
3,141
—
3,141
Total
$
14,216
$
( 184 )
$
14,032
12
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
For the three months ended March 31, 2025 and 2024, depreciation and amortization related to the asset was $ 0.1 million and $ 0.1 million, respectively, which is presented in other expenses on the Company’s condensed consolidated statements of operations. Tenant improvements and other intangibles associated with the tenant have begun amortizing in connection with the commencement of the lease that occurred in February 2025. The amounts of amortized costs were nominal for the three months ended March 31, 2025.
Additionally, the Company leases space to a tenant under an operating lease. The lease provides for the payment of fixed base rent payable monthly in advance and periodic step-ups in rent over the term of the lease and a pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. The lease also provides for free rent and a tenant improvement allowance of $ 2.7 million. The lease commenced February 2025 with a cash rent abatement period of 425 days.
As of March 31, 2025, future minimum rents under non-cancelable operating leases were as follows:
Years Ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
—
2026
936
2027
1,267
2028
1,292
2029
1,318
Thereafter
8,852
Total
$
13,665
As of March 31, 2025, estimated annual amortization of acquired below-market lease intangible is as follows:
Years Ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
66
2026
66
2027
66
2028
66
2029
66
Thereafter
335
Total
$
665
As of March 31, 2025, estimated annual amortization of acquired in-place lease intangible is as follows:
Years Ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
57
2026
57
2027
57
2028
57
2029
57
Thereafter
283
Total
$
568
13
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
As of March 31, 2025, estimated annual amortization of deferred leasing costs is as follows:
Years Ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
39
2026
39
2027
39
2028
39
2029
39
Thereafter
192
Total
$
387
6. Real Estate Owned (“REO”)
Property acquired through foreclosure are included on the condensed consolidated balance sheets as real estate owned and further categorized as held for sale or held for rental, described in detail below.
As of March 31, 2025 and December 31, 2024, real estate owned, net totaled $ 18.9 million and $ 18.6 million, respectively. During the three months ended March 31, 2025, the Company’s real estate owned portfolio recorded no impairment loss compared to an impairment loss of $ 0.5 million for the year ended December 31, 2024, which is considered a Level 3 non-recurring fair market value adjustment.
The following table presents the Company’s REO as of March 31, 2025 (in thousands):
March 31, 2025
(in thousands)
Real estate owned at the beginning of period
$
18,574
Principal basis transferred to real estate owned
410
Proceeds from sale of real estate owned
( 119 )
Balance at end of period
$
18,865
As of March 31, 2025, REO included $ 0.8 million of real estate held for rental and $ 18.1 million of real estate held for sale. As of December 31, 2024, REO included $ 0.8 million of real estate held for rental and $ 17.8 million of real estate held for sale.
Properties Held for Sale
During the three months ended March 31, 2025, the Company sold five properties held for sale and recognized a gain on sale that was nominal. During the three months ended March 31, 2024, the Company sold one property held for sale and recognized a gain on sale that was nominal. Such sales are included in, “Loss on sale of real estate owned and property and equipment, net” on the Company’s condensed consolidated Statements of Operations.
Properties Held for Rental
As of March 31, 2025 and December 31, 2024, one property, a commercial building, was held for rental. The tenant signed a 5-year lease that commenced on August 1, 2021.
14
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
As of March 31, 2025, future minimum rents under this lease were as follows:
Years Ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
40
2026
31
Total
$
71
7. Property and Equipment, net
The following tables represent the Company’s property and equipment, net as of March 31, 2025 and December 31, 2024:
March 31, 2025
Cost
Accumulated Depreciation
Property and Equipment, Net
(in thousands)
Building
$
2,594
$
( 127 )
$
2,467
Land
255
—
255
Furniture and fixtures
308
( 133 )
175
Computer hardware and software
298
( 253 )
45
Vehicles
435
( 168 )
267
Total property and equipment, net
$
3,890
$
( 681 )
$
3,209
December 31, 2024
Cost
Accumulated Depreciation
Property and Equipment, Net
(in thousands)
Building
$
2,557
$
( 110 )
$
2,447
Land
255
—
255
Furniture and fixtures
308
( 117 )
191
Computer hardware and software
295
( 246 )
49
Vehicles
435
( 155 )
280
Total property and equipment, net
$
3,850
$
( 628 )
$
3,222
8. Other Assets
As of March 31, 2025 and December 31, 2024, other assets consisted of the following:
March 31, 2025
December 31, 2024
(in thousands)
Prepaid expenses
$
512
$
575
Other receivables
1,618
1,793
Other assets
30
190
Notes receivable
2,130
2,130
Deferred financing costs, net
201
—
Deferred leasing cost
387
387
Leases in place intangible
568
568
Goodwill
391
391
Intangible asset – trade name
130
130
Total
$
5,967
$
6,164
15
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
9. Lines of Credit, Mortgage Payable and Churchill Facility
Line of Credit – Needham Bank
The Company has maintained a Credit and Security Agreement (the “Credit Agreement”) with Needham Bank, a Massachusetts co-operative bank, as the administrative agent (“Needham”) for the lenders party thereto (the “Lenders”) with respect to revolving credit facility (“Needham Credit Facility”) with commitments of $ 50.0 million and $ 65.0 million, subject to borrowing base limitations and covenant compliance, at March 31, 2025 and December 31, 2024, respectively.
On March 20, 2025, the Company entered into a new Credit Agreement with Needham Bank, replacing the prior Needham Credit Facility, which was fully repaid and terminated on the same date. The new facility matures on March 2, 2026, and includes an option to extend the term by one year upon satisfaction of certain conditions. Under the new agreement, SN Holdings LLC (“SN Holdings”), a wholly owned subsidiary of the Company, serves as the borrower, and the Company, Sachem Capital Corp., serves as guarantor of all obligations. The Needham Credit Facility is secured by a first priority lien on all the assets of SN Holdings, and includes a requirement that SN Holdings maintain assets equal to at least two times the outstanding principal balance under the facility. In addition, SN Holdings is required to collaterally assign to Needham Bank a portfolio of mortgage loans with an outstanding principal balance of no less than the greater of $ 30.0 million or the full drawn balance on the facility. The Company, as guarantor, has also granted Needham a blanket lien on substantially all of its assets, with the ability to request lien releases to facilitate other financings. The Needham Credit Facility, at the subsidiary borrower level, is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements, including a covenant that requires SN Holdings to maintain: (A) a ratio of Adjusted EBITDA (as defined in the Credit Agreement) to Debt Service (as defined in the Credit Agreement) of not less than 1.40 to 1.0 , tested on a trailing-twelve-month basis at the end of each fiscal quarter; (B) a sum of cash, cash equivalents (at the consolidated guarantor level) and availability under the facility equal to or greater than $ 10 million; and (C) an Asset Coverage Ratio (as defined) of at least 150 %.
As of March 31, 2025 and December 31, 2024, the total outstanding principal balances on the respective Needham Credit Facilities were $ 36.1 million and $ 40.0 million, respectively, with interest rates of 7.25 % and 7.25 %, respectively.
Loans under the Needham Credit Facility accrue interest at the greater of (i) the annual rate of interest equal to the “prime rate,” as published in the “Money Rates” column of The Wall Street Journal minus one-quarter of one percent ( 0.25 %), and (ii) four and one-half percent ( 4.50 %). Interest is paid monthly. All outstanding revolving loans and accrued but unpaid interest is due and payable on the expiration date. As of March 31, 2025, SN Holdings had $ 72.9 million of assets pledged to Needham.
The Company was in compliance with all facility covenants as of March 31, 2025.
Mortgage Payable – New Haven Bank
The Company has financed its headquarters property located at 568 East Main Street, Branford, Connecticut with New Haven Bank with an adjustable-rate first lien non-recourse mortgage loan in the original principal amount of $ 1.7 million (the “NHB Mortgage”). The loan accrues interest at an initial rate of 5.75 % per annum for the first 60 months . The interest rate will be adjusted on each of March 1, 2028, and March 1, 2033, to the then published 5-year Federal Home Loan Bank of Boston Classic Advance Rate, plus 1.75 %. Beginning on April 1, 2023, and through March 1, 2038, principal and interest will be due and payable on a monthly basis. All payments under the loan are amortized based on a 20 -year amortization schedule. Over the next five years, the Company is scheduled to make principal payments ranging from approximately $ 51,000 to $ 64,000 annually, with the remaining balance due thereafter. The unpaid principal amount of the loan and all accrued and unpaid interest are due and payable in full on March 1, 2038.
As of March 31, 2025 and December 31, 2024, the total outstanding principal balance on the NHB Mortgage was $ 1.0 million and $ 1.0 million, respectively.
16
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Churchill MRA Funding I LLC Repurchase Financing Facility
On July 21, 2021, the Company consummated a $ 200 million master repurchase financing facility (“Churchill Facility”) with Churchill MRA Funding I LLC (“Churchill”), a subsidiary of Churchill Real Estate, a vertically integrated real estate finance company based in New York, New York. Under the terms of the Churchill Facility, the Company has the right, but not the obligation, to sell mortgage loans to Churchill, and Churchill has the right, but not the obligation, to purchase those loans. In addition, the Company has the right and, in some instances the obligation, to repurchase those loans from Churchill. The amount that Churchill will pay for each mortgage loan it purchases will vary based on the attributes of the loan and various other factors. The repurchase price is calculated by applying an interest factor, as defined, to the purchase price of the mortgage loan. The Company has also pledged the mortgage loans sold to Churchill to secure its repurchase obligation. The cost of capital under the Churchill Facility is equal to the sum of (a) the greater of (i) 0.25 % and (ii) the 90 -day SOFR (which replaced the 90 -day LIBOR) plus (b) 3 %- 4 %, depending on the aggregate principal amount of the mortgage loans held by Churchill at that time. As of March 31, 2025 and December 31, 2024, the effective interest rate charged under the facility was 8.31 % and 8.69 %, respectively.
The Churchill Facility is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements. Under one such covenant, the Company (A) is prohibited from (i) paying any dividends or making distributions in excess of 90% of its taxable income, (ii) incurring any indebtedness or (iii) purchasing any of its capital stock, unless, it has an asset coverage ratio of at least 150 %; and (B) must maintain unencumbered cash and cash equivalents in an amount equal to or greater than 2.50 % of the amount of its repurchase obligations. Churchill has the right to terminate the Churchill Facility at any time upon 180 days prior notice to the Company. The Company then has an additional 180 days after termination to repurchase all the mortgage loans held by Churchill.
The Company uses the proceeds from the Churchill Facility to finance the continued expansion of its lending business and for general corporate purposes.
The following table summarizes the outstanding balances under the Churchill Facility agreement:
March 31, 2025
December 31, 2024
Total
Total
Outstanding
Rate
Outstanding
Rate
(in thousands)
(in thousands)
Repurchase Agreement
$
41,519
8.31
%
$
33,708
8.69
%
Total
$
41,519
$
33,708
The following table summarizes loans held for investment pledged as collateral under the Churchill Facility agreement:
March 31, 2025
December 31, 2024
Total Carrying Value
Total Carrying Value
Loans Pledged
Number of Loans
Loans Pledged
Number of Loans
(in thousands)
(in thousands)
Loans held for investment sold under the repurchase agreement
$
87,746
21
$
66,365
17
Total
$
87,746
$
66,365
The following table summarizes the contractual maturities for loans held for investment sold under the repurchase agreement:
March 31, 2025
December 31, 2024
(in thousands)
Maturing within 1 year
$
84,670
$
56,050
After 1 but within 2 years
3,076
10,315
Total
$
87,746
$
66,365
The NHB Mortgage and the Churchill Facility contain cross-default provisions.
17
Table of Contents
SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
10. Unsecured Notes Payable
At March 31, 2025, the Company had an aggregate of $ 230.2 million of unsecured, unsubordinated notes payable outstanding, net of $ 3.2 million of deferred financing costs (collectively, the “Notes”). At March 31, 2025, the Company had five series of Notes outstanding:
(i) Notes having an aggregate principal amount of $ 56.4 million bearing interest at 7.75 % per annum and maturing September 30, 2025 (the “September 2025 Notes”);
(ii) Notes having an aggregate principal amount of $ 51.8 million bearing interest at 6.0 % per annum and maturing December 30, 2026 (the “December 2026 Notes”);
(iii) Notes having an aggregate principal amount of $ 51.9 million bearing interest at 6.0 % per annum and maturing March 30, 2027 (the “March 2027 Notes”);
(iv) Notes having an aggregate principal amount of $ 30.0 million bearing interest at 7.125 % per annum and maturing June 30, 2027 (the “June 2027 Notes”); and
(v) Notes having an aggregate principal amount of $ 40.3 million bearing interest at 8.00 % per annum and maturing September 30, 2027 (the “September 2027 Notes”).
The Notes were sold in underwritten public offerings, were issued in denomination of $ 25.00 each and are listed on the NYSE American and trade under the symbols “SCCC,” “SCCD,” “SCCE,” “SCCF” and “SCCG,” respectively. All the Notes were issued at par except for the last tranche of the September 2025 notes, in the original principal amount of $ 28 million, which were issued at $ 24.75 each. Interest on the Notes is payable quarterly on each March 30, June 30, September 30 and December 30 that they are outstanding. So long as the Notes are outstanding, the Company is prohibited from making distributions in excess of 90 % of its taxable income, incurring any additional indebtedness or purchasing any shares of its capital stock unless it has an “Asset Coverage Ratio” of at least 150 % after giving effect to the payment of such dividend, the incurrence of such indebtedness or the application of the net proceeds, as the case may be. The Company may redeem the Notes, in whole or in part, without premium or penalty, at any time after their second anniversary of issuance upon at least 30 days prior written notice to the holders of the Notes. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including the date of redemption. Currently, all the Notes are callable at any time.
The following are the future principal payments on the notes payable as of March 31, 2025:
Years ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
56,364
2026
51,750
2027
122,125
Total principal payments
$
230,239
Deferred financing costs
( 3,232 )
Total notes payable, net of deferred financing costs
$
227,007
18
Table of Contents
SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
The estimated amortization of the deferred financing costs as of March 31, 2025 is as follows:
Years ending December 31,
Amount
(in thousands)
2025 (remaining nine months)
$
1,328
2026
1,410
2027
494
Total deferred costs
$
3,232
11. Accounts Payable and Accrued Liabilities
As of March 31, 2025 and December 31, 2024, accounts payable and accrued liabilities include the following:
March 31, 2025
December 31, 2024
(in thousands)
Accounts payable and accrued expenses
$
1,544
$
2,928
Allowance for credit losses on unfunded commitments
864
924
Accrued interest
297
525
Total
$
2,705
$
4,377
12. Fee Income from Loans
For the three months ended March 31, 2025 and 2024, fee and other income consisted of the following:
Three Months Ended
March 31,
2025
2024
(in thousands)
Origination and modification fees
$
780
$
1,462
Extension fees
278
114
Late and other fees
79
283
Processing fees
21
35
Construction servicing fees
137
179
Legal fees
63
82
Other fees
67
461
Total
$
1,425
$
2,616
13. Commitments and Contingencies
Unfunded Commitments
At March 31, 2025, the Company had future funding obligations on loans held for investment totaling $ 46.4 million and obligations relating to investments in limited liability companies totaling $ 4.8 million, which can be drawn by the borrowers when the conditions relating thereto have been satisfied. The unfunded commitments will be funded from loan payoffs and additional drawdowns under existing and future credit facilities and proceeds from sale of debt and equity securities. The Company’s unfunded commitments are subject to allowances under the scope of CECL, see Note 4 – Loans and Allowance for Credit Losses for further details.
19
Table of Contents
SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Litigation
The Company is subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to the Company’s consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its condensed consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to the Company and involves elements of judgment and significant uncertainties. While the Company does not believe that the outcome of pending or threatened litigation or other matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Company to incur additional expenses, which could be significant, and possibly material, to the Company’s results of operations in any future period.
Other
In the normal course of its business, the Company is named as a party-defendant in connection with tax foreclosure proceedings against properties on which it holds a first mortgage lien. The Company actively monitors these actions and, in all cases, believes there remains sufficient value in the subject property to assure that no loan impairment exists. At March 31, 2025, there were two such properties. The unpaid principal balance on the properties that are subject to these proceedings was $ 1.9 million.
14. Related Party Transactions
In the ordinary course of business, the Company may originate, fund, manage and service loans to shareholders. The underwriting process on these loans adheres to prevailing Company policy. The terms of such loans, including the interest rate, income, origination fees, and other closing costs are the same as those applicable to loans made to unrelated third parties in the portfolio. As of March 31, 2025, and December 31, 2024, loans to known shareholders totaled $ 17.2 million and $ 17.2 million, respectively, which is included in loans held for investment, net in the Company’s accompanying condensed consolidated balance sheets. Of the $ 17.2 million and $ 17.2 million loans to known shareholders as of March 31, 2025 and December 31, 2024, respectively, $ 16.9 million and $ 17.0 million, respectively, related to Mod 21, LLC, which is a wholly owned entity of the Company’s Senior Vice President of Asset Management and Vice President of Asset Management. All such loans are performing and interest income earned on all related party loans for the three months ended March 31, 2025 and 2024 totaled $ 0.3 million and $ 0.6 million, respectively.
In December 2021, the Company hired the daughter of the Company’s chief executive officer to perform certain internal audit and compliance services. For the three months ended March 31, 2025 and 2024, she received compensation of $ 43,269 and $ 37,500 , respectively.
15. Stock-Based Compensation and Employee Benefits
Stock-Based Compensation
On October 27, 2016, the Company adopted the 2016 Equity Compensation Plan (the “Plan”), the purpose of which is to align the interests of the Company’s officers, other employees, advisors and consultants or any subsidiary, if any, with those of the Company’s shareholders and to afford an incentive to such officers, employees, consultants and advisors to continue as such, to increase their efforts on the Company’s behalf and to promote the success of the Company’s business. The Plan is administered by the Compensation Committee. The maximum number of Common Shares reserved for the grant of awards under the Plan is 1,500,000 , subject to adjustment as provided in Section 5 of the Plan. The number of securities remaining available for future issuance under the Plan as of March 31, 2025 was 436,762 . The number of shares issuable to any one individual in a plan year is also limited to 100,000 shares, subject to adjustment as provided for in the Plan.
20
Table of Contents
SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
During the three months ended March 31, 2025 and 2024, the Company granted an aggregate of 767,668 and 111,857 , respectively, restricted Common Shares under the Plan. Such shares during the three months ended March 31, 2025 and 2024 had a fair value of $ 0.9 million and $ 0.5 million, respectively. Of the 767,668 shares granted, 420,168 shares were forfeited immediately as discussed further below.
On March 10, 2025, the Company’s Compensation Committee authorized (i) a grant of 420,168 restricted Common Shares to John L. Villano, which shares had a fair market value on the date of grant of approximately $ 0.5 million; and (ii) a one-time bonus grant of 20,000 restricted Common Shares to each of the Company’s non-employee directors, Arthur Goldberg, Brian Prinz, Leslie Bernhard and Jeffery Walraven. Each of the Company’s non-employee directors, with the except for Mr. Walraven, also had the option, at his or her election, to receive the fair market value equivalent of his or her grant in a lump sum cash payment of $ 23,800 . An aggregate of 60,000 restricted Common Shares were granted to the Company’s non-employee directors, which shares had an aggregate fair market value on the date of grant of approximately $ 71,400 . Ms. Bernhard elected to receive the lump sum cash payment.
The Company identified subsequent to the above March 10, 2025 action of the Company’s Compensation Committee regarding authorization of issuance of 420,168 share of restricted stock to John L. Villano under the effective 2016 Equity Compensation Plan that it had over authorized on the total issuance by 320,168 shares. The over issuance is a result of a specified limitation in the Plan that no more than 100,000 shares of restricted Common Shares may be made subject to awards to a single individual in a single plan year, subject to adjustments as provided. No identified adjustment provisions were deemed applicable. In result of this identification it was also determined that in calendar 2023 and 2024 there were additional similar over issuances of 30,890 and 11,857 , respectively. In total there were 362,915 restricted shares which have been issued in excess of Plan limitations, all of which still remain unvested and restricted. No other plan years have identified any additional over issuances. In an immediate full and in excess of necessary remediation of this matter on March 25, 2025, John L. Villano voluntarily forfeited the 420,168 shares that were granted on March 10, 2025.
Stock-based compensation for the three months ended March 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively. As of March 31, 2025, there was unrecognized stock-based compensation expense of $ 0.9 million. Additionally, during the three months ended March 31, 2025, the Company had 2,667 of unvested restricted Common Shares forfeited to the Company as a result of the resignation of a former employee.
Employee Benefits
On April 16, 2018, the Company’s Board of Directors approved the adoption of the Sachem Capital Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”). All employees, who meet the participation criteria, are eligible to participate in the 401(k) Plan. Under the terms of the 401(k) Plan, the Company is obligated to contribute 3 % of a participant’s compensation to the 401(k) Plan on behalf of an employee-participant. For the three months ended March 31, 2025 and 2024, the 401(k) Plan expense was $ 24,293 and $ 48,210 , respectively, which is included within compensation, fees, and taxes in the accompanying condensed consolidated statements of comprehensive income.
16. Equity
On August 24, 2022, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $ 75.0 million of its Common Shares and shares of its Series A Preferred Stock with an aggregate liquidation preference of up to $ 25.0 million in an “at-the market” offering (the “ATM Offering”). On June 17, 2024, the Company filed a new prospectus supplement (the “New Prospectus Supplement”) which modified the ATM Offering by reducing the amount of Common Shares the Company may offer and sell to up to an aggregate of $ 48.7 million, including the Common Shares the Company has already sold in the ATM Offering prior to the date of the New Prospectus Supplement. All the other terms of the ATM Offering remained the same. During the three months ended March 31, 2025, the Company did not sell any shares under the ATM Offering. In February 2025, the effectiveness of the S-3 Registration Statement expired and, as a result, the ATM Offering terminated.
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
In October 2022, the Board adopted a stock repurchase plan (the “Original Repurchase Plan”), pursuant to which the Company may repurchase up to an aggregate of $ 7.5 million of its Common Shares. Under the Original Repurchase Plan, share repurchases were 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. The Original Repurchase Plan expired on October 9, 2024.
Effective on October 10, 2024, the Board replaced the Original Repurchase Plan with a new stock repurchase plan (the “New Repurchase Plan”). Under the New Repurchase Plan, the Company may repurchase up to an aggregate of $ 5,802,959 (the amount remaining under the Original Purchase Plan) of Common Shares and share repurchases will be made from time to time on the open market at prevailing market prices in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.
During the three months ended March 31, 2025, the Company did not repurchase any Common Shares under the New Repurchase Plan.
17. Earnings (Losses) Per Share
Basic and diluted earnings (losses) per share are calculated in accordance with FASB ASC 260 (Earnings Per Share). Under FASB ASC 260, basic earnings per share is computed by dividing net income (loss) available to the common shareholders by the weighted-average number of Common Shares outstanding for the period. The computation of diluted earnings (losses) per share is similar to basic earnings (losses) per share, except that the denominator is increased to include the potential dilution from our unvested restricted stock awards that contain non-forfeitable rights to dividends so therefore deemed to participating securities for Common Shares using the treasury stock method. The numerator in calculating both basic and diluted earnings (losses) per common share for each period is the reported net income (loss) available to common shareholders.
For the three months ended March 31, 2025, the Company had basic and diluted weighted average Common Shares of 46,784,744 outstanding, resulting in basic and diluted loss per share of $ 0.00 . For the three months ended March 31, 2024, the Company had basic and diluted weighted average Common Shares of 47,128,511 outstanding, resulting in basic and diluted earnings per share of $ 0.08 .
18. Limited Liability Company (“LLC”) Investments
The following table details the carrying value of each investment reflected on our condensed consolidated balance sheets as of March 31, 2025:
March 31, 2025
December 31, 2024
Carrying
Carrying
Investment
Value
Ownership Percentage
Value
Ownership Percentage
(in thousands)
(in thousands)
Shem Creek Capital Fund V LLC
$
1,130
7.6
%
$
1,143
7.6
%
Shem Creek Capital Fund VI LLC
3,897
9.9
%
4,290
9.9
%
Shem Creek Capital Fund VII LLC
2,580
16.2
%
2,580
16.2
%
Shem Creek Sachem V LLC
2,528
49.0
%
2,569
49.0
%
Shem Creek Sachem VI LLC
20,988
45.4
%
24,756
45.9
%
Shem Creek Sachem 100 LLC
15,312
100.0
%
13,604
100.0
%
Shem Creek Capital LLC
5,000
20.0
%
2,500
20.0
%
Total Shem LLC Invemestments
$
51,435
$
51,442
Cordo CLT Investors LLC
$
2,500
7.2
%
$
2,500
7.2
%
Total investments in LLC’s
$
53,935
$
53,942
Shem Creek (“Shem”)
For the three months ended March 31, 2025 and 2024, the Shem LLC investments generated $ 2.1 million and $ 1.2 million, respectively, of income for the Company.
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SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
At March 31, 2025, the Company had unfunded commitments totaling $ 4.8 million in the Shem LLC entities.
Cordo CLT Investors LLC
In September 2024, the Company, through its wholly owned subsidiary Urbane Capital, LLC, initially acquired a 21.6 % interest in Cordo CLT Investors LLC for a one time contribution of $ 2.5 million. As of March 31, 2025 and December 31, 2024, the Company held 7.2 % and 7.2 %, respectively, of total common member equity. This entity was formed for the sole purpose of developing a commercial multifamily property in Charlotte, North Carolina. The Company anticipates the project to be completed by the end of 2026.
19. Income Taxes
The Company believes it qualifies as a real estate investment trust (“REIT”) for federal income tax purposes and operates accordingly. It made the election to be taxed as a REIT on its 2017 Federal income tax return. The Company’s qualification as a REIT depends on its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), relating to, among other things, the sources of its income, the composition and values of its assets, its compliance with the distribution requirements applicable to REITs, and the diversity of ownership of its outstanding capital stock. So long as it qualifies as a REIT, the Company, generally, will not be subject to U.S. federal income tax on its taxable income distributed to its shareholders. However, if it fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal income tax at regular corporate rates and may also be subject to various penalties and may be precluded from re-electing REIT status for the four taxable years following the year during in which it lost its REIT qualification. Other than taxes incurred by the Company’s taxable REIT subsidiary (“TRS”), the Company does not expect to incur any corporate federal income tax liability, as it believes it has maintained its qualification as a REIT.
The Company has elected, and may elect in the future, to treat certain of its existing or newly created corporate subsidiaries as TRSs. In general, a TRS may hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in federal and state income tax liability for these entities. During the three months ended March 31, 2025 and 2024, the Company’s TRSs recognized provisions for federal and state income tax of $ 0.0 million and $ 0.2 million, respectively, which is represented in Other expenses on the Company’s condensed consolidated statements of operations.
The income tax provision for the Company differs from the amount computed from applying the statutory federal income tax rate to income before income taxes due to non-taxable REIT income and other permanent differences including the non-deductibility of acquisition costs of business combinations for federal income tax reporting.
FASB ASC Sub-Topic 740-10 “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and disclosure required. Under this standard, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying condensed consolidated financial statements as of March 31, 2025 and December 31, 2024.
20. Subsequent Events
The Company evaluated subsequent events from April 1, 2025 until the financial statements were available to be issued.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.