Contribution Agreement with
As previously announced, the Company and
Upon closing, IRGT is expected to own 98 industrial properties with gross real estate asset value of
The transaction is designed to deliver an immediate and durable strategic reset for Sachem shareholders. This will be achieved by combining IRG’s high-quality income-producing industrial real estate portfolio that is diversified geographically, by tenant and by industry, with sizable near-term mark to-market opportunities, with Sachem’s established real estate capital solutions platform. The combination will result in a large industrial REIT with meaningful scale and multiple pathways for long-term growth.
For additional information on the Contribution Agreement, see the Company’s Current Report on Form 8-K filed with the
Results of operations for the quarter ended
Net interest income was
The Company’s net interest margin was 3.9% for the first quarter, compared to 4.0% for the first quarter 2025. Net interest margin represents net interest income, calculated as interest income less interest expense, expressed as a percentage of average loans held for investment outstanding for the applicable period. The change in net interest margin reflects both structural and cyclical factors. Structurally, refinancing activity during 2025 increased the weighted average cost of capital. Cyclically, lower average earning assets reduced interest-earning balances.
Provision for credit losses related to loans held for investment was
Total operating costs and expenses for the first quarter of 2026 were
- Compensation and employee benefits were
$2.1 million , compared to$1.8 million in the same quarter last year, reflecting strategic additions to personnel during 2025 and performance-based compensation including stock-based compensation as management continues to align staffing levels with portfolio scale and operational complexity. - General and administrative expenses were
$2.0 million , versus$1.4 million from the same quarter last year, primarily due to additional costs associated with investments in developmental real estate, real estate owned, increased external audit fees and increased director fees. - Transaction expenses in the current year are associated with the contribution transaction with IRG mentioned above and as more particularly described in our recent
SEC filings. - Recovery of non-cash impairment loss on real estate totaled
$0.1 million related to specific property-level valuation adjustments based on updated market data and revised liquidation timelines. - Gain on sale of investments in developmental real estate, real estate owned and property and equipment, net was
$0.2 million , reflecting gains realized on the disposition of select real estate assets and developmental projects driven by improved value creation execution relative to carrying value and successful asset repositioning, whereas the same quarter last year included more limited disposition activity.
Net loss attributable to common shareholders for the first quarter of 2026 was
Balance Sheet
At quarter end, total assets were
Total indebtedness at quarter end was
Total shareholders’ equity as of
Book value per common share
Book value per common share as of
This quarter's net loss impacting the book value per common share was materially driven by 1) the non-cash discounted cash flow fair value adjustment on loan restructuring recorded in provision for credit losses related to loans held for investment of
Dividends
The Company currently operates and qualifies as a Real Estate Investment Trust (REIT) for federal income tax purposes and intends to continue to qualify and operate as a REIT. Under federal income tax rules, a REIT is required to distribute a minimum of 90% of taxable income each year to its shareholders, and the Company intends to comply with this requirement for the current year.
On
About
Sachem is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., one to three years), secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Loans are secured by mortgage liens on real estate and often are personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.
Forward Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “seek,” “intend,” “believe,” “may,” “might,” “will,” “should,” “could,” “likely,” “continue,” “outlook,” “design,” and the negative of such terms and other words and terms of similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the proposed transaction with IRG (the “Transaction”) and expected timing, terms, structure and completion thereof; the expected ownership, governance, management, business strategy and market position of the combined company; the expected benefits of the proposed Transaction, including anticipated future financial and operating results, accretion, growth rates, revenue, NOI, cash flow generation, cost-of-capital improvements, liquidity, deleveraging, leverage targets and risk-adjusted returns; the expected gross asset value, enterprise value, portfolio composition, industrial REIT ranking, mark-to-market rent growth, acquisition and development opportunities and lending strategy of the combined company; and Sachem’s, IRG’s and the combined company’s plans, objectives, expectations and intentions. These statements are based on current expectations, estimates and projections about the industry, markets in which Sachem and IRG operate, management’s beliefs, assumptions made by management and the transactions described in this press release. While Sachem’s management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the contribution agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Transaction that may be instituted against the parties and others following announcement of the Transaction; (3) the inability to consummate the Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite shareholder approval, failure to obtain required regulatory approvals, the failure to obtain debt financing on the terms or timing expected, or at all, or the failure to satisfy other conditions to completion of the Transaction; (4) risks that the proposed Transaction disrupts current plans and operations of Sachem or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the Transaction; (6) the amount of the costs, fees, expenses and charges related to the Transaction; (7) the risk that the contribution agreement may be terminated in circumstances requiring Sachem to pay a termination fee; (8) the effect of the announcement of the Transaction on the ability of Sachem to retain and hire key personnel and maintain relationships with its borrowers and others with whom it does business; (9) the effect of the announcement of the Transaction on Sachem’s operating results and business generally; (10) the risk that Sachem’s stock price may decline significantly if the Transaction is not consummated; and (11) the other risks and important factors contained and identified in Sachem’s filings with the
There can be no assurance that the Transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Sachem undertakes no obligation or duty to update or revise any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Sachem does not intend to do so.
Additional Information and Where to Find It
This press release does not constitute a solicitation of any vote or approval or an offer to sell or the solicitation of an offer to buy any securities in connection with the Transaction. In connection with the proposed Transaction, Sachem will file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”), which Sachem will furnish, together with any other relevant documents, to its shareholders in connection with the special meeting of Sachem shareholders to vote on the Transaction (the “Sachem Shareholder Meeting”). This press release is not a substitute for the Proxy Statement or any other document that Sachem may file with the
Participants in the Solicitation
The directors and executive officers of Sachem, and certain directors, managers, officers and other members of management of IRG and its affiliates, may be deemed to be participants in the solicitation of proxies in connection with the approval of the proposed Transaction. Information regarding Sachem’s directors and executive officers and their respective interests in Sachem by security holdings or otherwise is available in its most recent Annual Report on Form 10-K filed with the
Investor & Media Contact:
Email: investors@sachemcapitalcorp.com
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) | |||||||
| (unaudited) | (audited) | ||||||
| Assets | |||||||
| Cash and cash equivalents | $ | 11,565 | $ | 10,924 | |||
| Investment securities (at fair value) | 795 | 936 | |||||
| Loans held for investment (net of deferred loan fees of | 353,610 | 375,188 | |||||
| Allowance for credit losses | (12,401 | ) | (11,510 | ) | |||
| Loans held for investment, net | 341,209 | 363,678 | |||||
| Interest and fees receivable (net of allowance of | 4,808 | 4,116 | |||||
| Due from borrowers (net of allowance of | 5,573 | 6,978 | |||||
| Real estate owned (net of impairment of | 16,022 | 16,402 | |||||
| Investments in limited liability companies | 35,235 | 39,132 | |||||
| Investments in developmental real estate, net | 46,013 | 9,719 | |||||
| Property and equipment, net | 3,088 | 3,160 | |||||
| Other assets | 8,961 | 5,002 | |||||
| Total assets | $ | 473,269 | $ | 460,047 | |||
| Liabilities and Shareholders’ Equity | |||||||
| Liabilities: | |||||||
| Notes payable (net of deferred financing costs of | $ | 171,692 | $ | 171,349 | |||
| Senior secured notes payable (net of deferred financing costs of | 96,702 | 86,573 | |||||
| Mortgage payable | 895 | 917 | |||||
| Lines of credit | 29,000 | 19,000 | |||||
| Accounts payable and accrued liabilities | 4,011 | 3,255 | |||||
| Advances from borrowers | 5,360 | 4,016 | |||||
| Total liabilities | 307,660 | 285,110 | |||||
| Commitments and Contingencies - Note 14 | |||||||
| Shareholders’ equity: | |||||||
| Preferred shares - | 2 | 2 | |||||
| Common Shares - | 48 | 48 | |||||
| Additional paid-in capital | 258,172 | 257,905 | |||||
| Cumulative net earnings | 35,749 | 41,826 | |||||
| Cumulative dividends paid | (128,362 | ) | (124,844 | ) | |||
| Total shareholders’ equity | 165,609 | 174,937 | |||||
| Total liabilities and shareholders’ equity | $ | 473,269 | $ | 460,047 | |||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| Interest income from loans | $ | 8,754 | $ | 7,887 | |||
| Interest income from limited liability company investments | 858 | 1,942 | |||||
| Interest expense and amortization of deferred financing costs | (6,059 | ) | (6,094 | ) | |||
| Net interest income | 3,553 | 3,735 | |||||
| Provision for credit losses related to loans held for investment | (5,372 | ) | (1,052 | ) | |||
| Change in valuation allowance related to loans held for sale | — | 4 | |||||
| Net interest (loss) income after provision for credit losses related to loans held for investment and changes in valuation allowance related to loans held for sale | (1,819 | ) | 2,687 | ||||
| Other income | |||||||
| Fee income from loans | 1,292 | 1,425 | |||||
| Income from limited liability company investments | 105 | 110 | |||||
| Other investment income | 3 | 6 | |||||
| Loss on equity securities | (140 | ) | (125 | ) | |||
| Other income | 143 | 72 | |||||
| Total other income | 1,403 | 1,488 | |||||
| Operating expenses | |||||||
| Compensation and employee benefits | (2,138 | ) | (1,771 | ) | |||
| General and administrative expenses | (1,963 | ) | (1,355 | ) | |||
| Transaction expenses | (1,608 | ) | — | ||||
| Recovery of impairment loss on real estate | 97 | — | |||||
| Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net | 196 | — | |||||
| Other expenses | (245 | ) | (145 | ) | |||
| Total operating expenses | (5,661 | ) | (3,271 | ) | |||
| Net (loss) income | (6,077 | ) | 904 | ||||
| Preferred stock dividends | (1,120 | ) | (1,117 | ) | |||
| Net loss attributable to common shareholders | $ | (7,197 | ) | $ | (213 | ) | |
| Basic and diluted loss per common share | $ | (0.15 | ) | $ | 0.00 | ||
| Basic and diluted weighted average number of common shares outstanding | 47,178,193 | 46,784,744 | |||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net (loss) income | $ | (6,077 | ) | $ | 904 | ||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||
| Amortization of deferred financing costs | 507 | 545 | |||||
| Depreciation and amortization expense | 89 | 92 | |||||
| Stock-based compensation | 267 | 264 | |||||
| Provision for credit losses related to loans held for investment | 5,372 | 1,052 | |||||
| Change in valuation allowance related to loans held for sale | — | (4 | ) | ||||
| Recovery of impairment loss on real estate owned | (97 | ) | — | ||||
| Gain on sale of real estate owned and property and equipment, net | (196 | ) | — | ||||
| Loss on equity securities | 140 | 125 | |||||
| Change in deferred loan fees | (5 | ) | 275 | ||||
| Changes in operating assets and liabilities: | |||||||
| Interest and fees receivable, net | (668 | ) | (361 | ) | |||
| Other assets | 176 | 133 | |||||
| Due from borrowers, net | (855 | ) | (254 | ) | |||
| Accounts payable and accrued liabilities | 838 | (1,612 | ) | ||||
| Advances from borrowers | 1,344 | (968 | ) | ||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 835 | 191 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchase of interests in limited liability companies | (721 | ) | (4,223 | ) | |||
| Proceeds from investments in limited liability companies | 4,618 | 4,230 | |||||
| Proceeds from sale of real estate owned | 673 | 89 | |||||
| Purchase of property and equipment | — | (41 | ) | ||||
| Investments in developmental real estate | (363 | ) | (742 | ) | |||
| Principal disbursements for loans | (38,761 | ) | (41,308 | ) | |||
| Principal collections on loans | 18,050 | 47,742 | |||||
| (16,504 | ) | 5,747 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Proceeds from lines of credit | 20,000 | 36,100 | |||||
| Repayments on lines of credit | (10,000 | ) | (40,000 | ) | |||
| Proceeds from repurchase agreements | — | 11,693 | |||||
| Repayments of repurchase agreements | — | (3,882 | ) | ||||
| Repayment of mortgage payable | (22 | ) | (21 | ) | |||
| Dividends paid on common shares | (2,398 | ) | (2,363 | ) | |||
| Dividends paid on Series A Preferred Stock | (1,120 | ) | (1,117 | ) | |||
| Proceeds from issuance of Senior Secured Notes | 10,000 | — | |||||
| Payments of deferred financing costs | (150 | ) | — | ||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 16,310 | 410 | |||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 641 | 6,348 | |||||
| CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 10,924 | 18,066 | |||||
| CASH AND CASH EQUIVALENTS – END OF PERIOD | $ | 11,565 | $ | 24,414 | |||
Source: