Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 03, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 001-37997 | |
Entity Registrant Name | Sachem Capital Corp. | |
Entity Incorporation, State or Country Code | NY | |
Entity Tax Identification Number | 81-3467779 | |
Entity Address, Address Line One | 698 Main Street, | |
Entity Address, City or Town | Branford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06405 | |
City Area Code | 203 | |
Local Phone Number | 433-4736 | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001682220 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Trading Symbol | SACH | |
Entity Common Stock, Shares Outstanding | 0 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Shares, par value $.001 per share | |
Security Exchange Name | NYSE |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and cash equivalents | $ 57,863,469 | $ 41,938,897 |
Investment securities | 35,510,232 | 60,633,661 |
Mortgages receivable | 353,627,221 | 292,301,209 |
Interest and fees receivable | 3,988,127 | 3,693,645 |
Other receivables | 304,796 | 94,108 |
Due from borrowers | 3,841,663 | 3,671,016 |
Prepaid expenses | 229,071 | 271,291 |
Property and equipment, net | 2,153,604 | 2,172,185 |
Real estate owned | 6,312,818 | 6,559,010 |
Investments in partnerships | 17,413,855 | 6,055,838 |
Other assets | 364,208 | 306,440 |
Deferred financing costs, net | 155,542 | 264,451 |
Total assets | 481,764,606 | 417,961,751 |
Liabilities: | ||
Notes payable (net of deferred financing costs of $7,226,079 and $5,747,387) | 209,050,671 | 160,529,363 |
Repurchase facility | 26,945,149 | 19,087,189 |
Mortgage payable | 750,000 | 750,000 |
Line of credit | 23,279,364 | 33,178,031 |
Accrued dividends payable | 0 | 3,927,600 |
Accounts payable and accrued expenses | 512,473 | 501,753 |
Advances from borrowers | 16,629,966 | 15,066,114 |
Deferred revenue | 4,876,284 | 4,643,490 |
Other notes | 24,294 | 30,921 |
Accrued interest | 286,642 | 164,729 |
Dividend payable | 0 | 3,927,600 |
Total liabilities | 282,354,843 | 237,879,190 |
Commitments and Contingencies | ||
Shareholders' equity: | ||
Preferred shares - $.001 par value; 5,000,000 shares authorized; 1,903,000 shares of Series A Preferred Stock issued and outstanding | 1,903 | 1,903 |
Common stock - $.001 par value; 100,000,000 shares authorized; 35,513,887 and 32,730,004 issued and outstanding | 35,514 | 32,730 |
Paid-in capital | 201,168,304 | 185,516,394 |
Accumulated other comprehensive loss | (233,208) | (476,016) |
Accumulated deficit | (1,562,750) | (4,992,450) |
Total shareholders' equity | 199,409,763 | 180,082,561 |
Total liabilities and shareholders' equity | $ 481,764,606 | $ 417,961,751 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
BALANCE SHEETS | ||
Deferred financing costs | $ 7,226,079 | $ 5,747,387 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 1,903,000 | 1,903,000 |
Preferred Stock, Shares Outstanding | 1,903,000 | 1,903,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 35,513,887 | 32,730,004 |
Common Stock, Shares, Outstanding | 35,513,887 | 32,730,004 |
STATEMENTS OF COMPREHENSIVE INC
STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Interest income from loans | $ 8,511,375 | $ 4,531,232 |
Investment income | 271,472 | 242,691 |
Income from partnership investments | 272,488 | 17,373 |
Loss on sale of investment securities | (154,135) | (129,440) |
Origination fees, net | 1,637,627 | 517,428 |
Late and other fees | 128,864 | 35,929 |
Processing fees | 65,855 | 35,975 |
Rental income, net | 10,042 | 4,184 |
Unrealized losses on investment securities | (1,052,230) | 0 |
Other income | 610,017 | 456,809 |
Total revenue | 10,301,375 | 5,712,181 |
Operating costs and expenses: | ||
Interest and amortization of deferred financing costs | 3,898,389 | 2,464,755 |
Professional fees | 230,715 | 231,756 |
Compensation, fees and payroll taxes | 993,962 | 592,087 |
Stock based compensation | 106,879 | 4,107 |
Exchange fees | 12,329 | 12,329 |
Other expenses and other taxes | 64,704 | 21,809 |
Depreciation | 22,239 | 19,602 |
General and administrative expenses | 401,233 | 159,608 |
Loss on sale of real estate | 65,838 | 2,134 |
Impairment loss | 260,500 | 25,000 |
Total operating costs and expenses | 5,949,909 | 3,529,080 |
Net income | 4,351,466 | 2,183,101 |
Preferred stock dividend | (921,766) | 0 |
Net income attributable to common shareholders | 3,429,700 | 2,183,101 |
Other comprehensive loss | ||
Unrealized gain (loss) on investment securities | 242,808 | (7,494) |
Comprehensive income | $ 3,672,508 | $ 2,175,607 |
Basic and diluted net income per common share outstanding: | ||
Basic | $ 0.10 | $ 0.10 |
Diluted | $ 0.10 | $ 0.10 |
Weighted average number of common shares outstanding: | ||
Basic | 34,892,883 | 22,138,006 |
Diluted | 34,898,666 | 22,138,006 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2020 | $ 22,125 | $ 83,814,376 | $ (25,992) | $ (2,890,969) | $ 80,919,540 | |
Beginning balance (in shares) at Dec. 31, 2020 | 22,124,801 | |||||
Issuance of Common Stock, net of expenses | $ 303 | 1,542,162 | 1,542,465 | |||
Issuance of Common Stock, net of expenses (in shares) | 303,407 | |||||
Stock based compensation | 4,107 | 4,107 | ||||
Unrealized gain (loss) on marketable securities | (7,494) | (7,494) | ||||
Dividends paid on Preferred Stock | 0 | |||||
Net income | 2,183,101 | 2,183,101 | ||||
Balance at Mar. 31, 2021 | $ 22,428 | 85,360,645 | (33,486) | (707,868) | 84,641,719 | |
Balance (in shares) at Mar. 31, 2021 | 22,428,208 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,903 | $ 32,730 | 185,516,394 | (476,016) | (4,992,450) | 180,082,561 |
Beginning balance (in shares) at Dec. 31, 2021 | 1,903,000 | 32,730,004 | ||||
Issuance of Preferred Stock, net of expenses | $ 2,730 | 15,545,085 | 15,547,815 | |||
Number of shares sold | 2,730,725 | |||||
Exercise of warrants | $ 20 | (20) | ||||
Exercise of warrants (in shares) | 19,658 | |||||
Stock based compensation | $ 34 | 106,845 | 106,879 | |||
Stock based compensation (in shares) | 33,500 | |||||
Unrealized gain (loss) on marketable securities | 242,808 | 242,808 | ||||
Dividends paid on Preferred Stock | (921,766) | (921,766) | ||||
Net income | 4,351,466 | 4,351,466 | ||||
Balance at Mar. 31, 2022 | $ 1,903 | $ 35,514 | $ 201,168,304 | $ (233,208) | $ (1,562,750) | $ 199,409,763 |
Balance (in shares) at Mar. 31, 2022 | 1,903,000 | 35,513,887 |
STATEMENTS OF CASH FLOW
STATEMENTS OF CASH FLOW - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 4,351,466 | $ 2,183,101 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of deferred financing costs and bond discount | 469,251 | 244,105 |
Write-off of deferred financing costs | 0 | 72,806 |
Depreciation expense | 22,239 | 19,602 |
Stock based compensation | 106,879 | 4,107 |
Impairment loss | 260,500 | 25,000 |
Loss on sale of real estate | 65,838 | 2,134 |
Unrealized loss on investment securities | 1,052,230 | 0 |
Loss on sale of investment securities | 154,135 | 129,440 |
(Increase) decrease in: | ||
Interest and fees receivable | (395,924) | (62,544) |
Other receivables | (210,688) | (345,905) |
Due from borrowers | (292,302) | (499,376) |
Prepaid expenses | 42,220 | (102,175) |
(Decrease) increase in: | ||
Accrued interest | 121,913 | (3,344) |
Accounts payable and accrued expenses | 10,720 | 163,661 |
Deferred revenue | 232,794 | 84,984 |
Advances from borrowers | 1,563,852 | 873,460 |
Total adjustments | 3,203,657 | 605,955 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 7,555,123 | 2,789,056 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of investment securities | (27,545,183) | (22,755,450) |
Proceeds from the sale of investment securities | 51,705,055 | 23,606,780 |
Purchase of interests in investment partnerships, net | (11,358,017) | (1,843,398) |
Proceeds from sale of real estate owned | 622,737 | 370,792 |
Acquisitions of and improvements to real estate owned | (177,336) | (160,361) |
Purchase of property and equipment | (3,658) | (35,867) |
Principal disbursements for mortgages receivable | (88,735,230) | (31,661,577) |
Principal collections on mortgages receivable | 27,106,768 | 30,506,173 |
Costs in connection with investment activities | (57,768) | (98,210) |
NET CASH USED FOR INVESTING ACTIVITIES | (48,442,632) | (2,071,118) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from line of credit | 0 | 105,340 |
Net proceeds from repurchase facility | 7,857,960 | 0 |
Repayment of mortgage payable | 0 | (767,508) |
Repayment of line of credit | (9,898,667) | 0 |
Principal payments on notes payable | (6,627) | (5,632) |
Dividends paid on Common Stock | (3,927,600) | (2,654,977) |
Dividends paid on Preferred Stock | (921,766) | 0 |
Net proceeds from the sale of common shares | 15,547,815 | 1,542,465 |
Gross proceeds from issuance of fixed rate notes | 50,000,000 | 0 |
Financing costs incurred in connection with fixed rate notes | (1,839,034) | 0 |
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES | 56,812,081 | (1,780,312) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 15,924,572 | (1,062,374) |
CASH AND CASH EQUIVALENTS- BEGINNING OF YEAR | 41,938,897 | 19,408,028 |
CASH AND CASH EQUIVALENTS - END OF YEAR | 57,863,469 | 18,345,654 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION | ||
Interest paid | $ 3,307,225 | $ 2,445,468 |
STATEMENTS OF CASH FLOW (Parent
STATEMENTS OF CASH FLOW (Parenthetical) | Mar. 31, 2022USD ($) |
STATEMENTS OF CASH FLOW | |
Real estate acquired in connection with the foreclosure of certain mortgages, inclusive of interest and other fees receivable | $ 420,547 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2022 | |
The Company | |
The Company | 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 offers short term ( i.e. one |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Unaudited Financial Statements The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K. Results of operations for the interim periods are not necessarily indicative of the operating results to be attained in the entire fiscal year. Use of Estimates The preparation of 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 its estimates on (a) various assumptions that consider its experience, (b) the Company’s projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could materially differ from those estimates. Cash and Cash Equivalents The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposit with an original maturity of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances typically exceed the Federal Deposit Insurance Corporation insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. The Company does not believe that the risk is significant. Allowance for Loan Loss The Company reviews each loan on a quarterly basis and evaluates the borrower’s ability to pay the monthly interest, the borrower’s likelihood of executing the original exit strategy, as well as the loan-to-value (LTV) ratio. Based on the analysis, management determines if any provisions for impairment of loans should be made and whether any loan loss reserves are required. Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 are described as follows: Level 1 Level 2 ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation to other means. If the asset or liability has a specified (i.e., Level 3 Property and Equipment Land and building acquired in December 2016 to serve as the Company’s office facilities is stated at cost. The building is being depreciated using the straight-line method over its estimated useful life of 40 years. Expenditures for repairs and maintenance are charged to expense as incurred. The Company relocated its entire operations to this property in March 2019. Land and building acquired in 2021 to serve as the Company’s future corporate headquarters is stated at cost. The building is not currently being depreciated as it is undergoing renovations. Real Estate Owned Real estate owned by the Company is stated at cost and is tested for impairment quarterly. Consolidations The 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. Impairment of long-lived assets The Company monitors events or changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.If the undiscounted cash flows is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair market value of the assets. Deferred Financing Costs Costs incurred in connection with the Company’s revolving credit facilities, described in Note 7-Line of Credit, Mortgage Payable and Churchill Facility are amortized over the term of the applicable facility using the straight-line method. Costs incurred by the Company in connection with the public offering of its unsecured, unsubordinated notes, described in Note 9 - Notes Payable, are being amortized over the term of the respective Notes. Revenue Recognition Interest income from the Company’s loan portfolio is earned over the loan period and is calculated using the simple interest method on principal amounts outstanding. Generally, the Company’s loans provide for interest to be paid monthly in arrears. The Company, generally, does not accrue interest income on mortgages receivable that are more than 90 days past due. Interest income not accrued at March 31, 2022 and collected prior to the issuance of this report is included in income for the period ended March 31, 2022. Origination fee revenue, generally 1% – 3% of the original loan principal amount, is collected at loan funding and is recognized ratably over the contractual life of the loan in accordance with ASC 310. 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. FASB ASC Topic 740-10 “Accounting for Uncertainty in Income Taxes ” “ ” Earnings Per Share Basic and diluted earnings per share are calculated in accordance with ASC 260 “ ” Investment Transactions and Related Income. Investment transactions are accounted for on a trade-date basis. Dividends are recorded on the ex-dividend date and interest is recognized on the accrual basis. Investment securities are marked-to-market. Unrealized gains and losses on investment securities with a stated maturity date are included in other comprehensive income (loss). All other unrealized gains and losses on investment securities are included in net income (loss). Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurement | |
Fair Value Measurement | 3. Fair Value Measurement The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair market value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table sets forth by Level, within the fair value hierarchy, the Company’s assets at fair value as of March 31, 2022: Level 1 Level 2 Level 3 Total Stocks and ETFs $ 20,137,864 — — $ 20,137,864 Mutual funds 15,372,368 — — 15,372,368 Total liquid investments $ 35,510,232 — — $ 35,510,232 Real estate owned — — $ 6,207,818 $ 6,207,818 Following is a description of the methodologies used for assets measured at fair value: Stocks and ETFs: Mutual funds: Real estate owned |
Mortgages Receivable
Mortgages Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Mortgages Receivable | |
Mortgages Receivable | 4. Mortgages Receivable The Company offers secured, non-bank loans to real estate owners and investors (also known as “hard money” loans) to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the Northeastern United States and Florida. The loans are secured by first mortgage liens on one or more properties owned by the borrower or related parties. The loans are generally for a term of one to three years . The loans are initially recorded and carried thereafter, in the financial statements, at cost. Most of the loans provide for monthly payments of interest only (in arrears) during the term of the loan and a “balloon” payment of the principal on the maturity date. For the three months ended March 31 , 2022 and 2021, the aggregate amounts of loans funded by the Company were $88,735,230 and $31,661,577 , respectively, offset by principal repayments of $27,304,218 and $30,506,173 , respectively. As of March 31, 2022, the Company’s mortgage loan portfolio includes loans ranging in size up to $20,753,028 with stated interest rates ranging from 5.0% to 14.2% , and a default interest rate for non-payment of 18% . As of March 31, 2022 and 2021, the Company’s mortgage loan portfolio had an impairment loss of $105,000 and $0, respectively. At March 31, 2022 and 2021, no single borrower or group of related borrowers had loans outstanding representing more than 10% of the total balance of the loans outstanding. The Company may agree to extend the term of a loan if, at the time of the extension, the loan and the borrower meet all the Company’s then underwriting requirements. The Company treats a loan extension as a new loan. Credit Risk Credit risk profile based on loan activity as of March 31, 2022 and December 31, 2021: Total Outstanding Residential Commercial Land Mixed Use Mortgages December 31, 2021 $ 157,841,896 $ 95,319,795 $ 20,755,891 $ 18,383,627 $ 292,301,209 March 31, 2022 $ 192,305,801 $ 113,902,025 $ 23,184,331 $ 24,235,064 $ 353,627,221 As of March 31, 2022, the following is the maturities of mortgages receivable as of March 31: 2022 $ 205,001,324 2023 118,276,090 2024 29,266,818 2025 1,082,989 Total $ 353,627,221 At March 31, 2022, of the 520 mortgage loans in the Company’s portfolio, 20 were the subject of foreclosure proceedings. The aggregate outstanding principal balance of these loans and the accrued but unpaid interest and borrower charges as of March 31, 2022 was approximately $6.3 million. In the case of each of these loans, the Company believes the value of the collateral exceeds the outstanding balance on the loan. At March 31, 2022 approximately $27.2 million of mortgages receivable is past maturity and in the process of being extended. |
Real Estate Owned
Real Estate Owned | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate Owned | |
Real Estate Owned | 5. Real Estate Owned Property purchased for rental or acquired through foreclosure are included on the balance sheet as real estate owned. As of March 31, 2022 and March 31, 2021, real estate owned totaled $6,312,818 and $8,624,044, respectively , with no valuation allowance. For the three months ended March 31, 2022, the Company recorded an impairment loss of $155,500 compared to an impairment loss of $25,000 in 2021. As of March 31, 2022, real estate owned included $799,533 of real estate held for rental and $5,513,285 of real estate held for sale.As of March 31, 2021, real estate owned included $1,381,687 of real estate held for rental and $7,242,357 of real estate held for sale. Properties Held for Sale During the three months ended March 31, 2022, the Company sold a property held for sale and recognized an aggregate loss of $65,838. During the three months ended March 31, 2021, the Company sold a property classified as real estate held for sale, receiving approximately $371,000 in gross proceeds. The Company recognized a loss of $2,134 on the sale. Properties Held for Rental As of March 31, 2022, one property, a commercial building, was held for rental. The tenant signed a 5 year lease that commenced on August 1, 2021. Rental payments due from real estate held for rental are as follows: Year ending December 31, 2022 $ 53,200 Year ending December 31, 2023 53,200 Year ending December 31, 2024 53,200 Year ending December 31, 2025 53,200 Total $ 212,800 |
Profit Sharing Plan
Profit Sharing Plan | 3 Months Ended |
Mar. 31, 2022 | |
Profit Sharing Plan | |
Profit Sharing Plan | 6. Profit Sharing Plan 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 month ended March 31, 2022 and 2021, the 401(k) Plan expense was $19,993 and $12,744 , respectively. |
Line of Credit, Mortgage Payabl
Line of Credit, Mortgage Payable, and Churchill Facility | 3 Months Ended |
Mar. 31, 2022 | |
Line of Credit, Mortgage Payable, and Churchill Facility | |
Line of Credit and Mortgage Payable | 7. Line of Credit, Mortgage Payable, and Churchill Facility Wells Fargo Margin Line of Credit During the year ended December 31, 2020, the Company established a margin loan account at Wells Fargo Advisors that is secured by the Company’s portfolio of short-term securities. The credit line bears interest at a rate equal to 1.75% below the prime rate (1.75% at March 31, 2022). As of March 31, 2022 the total outstanding balance was Mortgage Payable In 2021, the Company obtained a new adjustable-rate mortgage loan from New Haven Bank (“NHB”) for up to a maximum principal amount of Churchill MRA Funding I LLC Repurchase Financing Facility On July 21, 2021, the Company consummated a $200 million master repurchase financing facility (“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 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 circumstances. 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 Facility is equal to the sum of (a) the greater of (i) 0.25% and (ii) the 30-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, 2022 the effective rate charged under the Facility was 4.70%. The 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 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 Facility to finance the continued expansion of its lending business and for general corporate purposes. At March 31, 2022, the total amount outstanding under the Facility was $26,945,149 and the Company estimates that it had approximately $6.3 million of additional availability under the Facility. The collateral pledged to Churchill at March 31, 2022, was 25 mortgage loans that in the aggregate had unpaid principal balance of approximately $57.3 million. The NHB Mortgage and the Churchill Facility contain cross-default provisions. |
Financial Transactions
Financial Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Financing Transactions | |
Financial Transactions | 8. Financing Transactions During the three month period ended March 31, 2022, the Company generated approximately $66.0 million of gross proceeds from the sale of its securities as follows: (i) $50,000,000 from the sale of its 6.0% unsecured, unsubordinated notes due March 30, 2027 (the “March 2027 Note Offering”); and (ii) $15,958,899 from the sale of 2,730,725 common shares in an “at-the-market” offering. The net proceeds from the sale of these securities were used primarily to fund new mortgage loans, for working capital and general corporate purposes. During the three month period ended March 31, 2021, the Company sold 303,407 common shares in an at-the-market offering. Net proceeds to the Company from the sale of these shares were $1,542,465. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
Notes Payable | 9. Notes Payable At March 31, 2022, the Company had an aggregate of $209,050,671 of unsecured, unsubordinated notes payable outstanding, net of $7,226,079 of deferred financing costs (collectively, the “Notes”). The Notes were issued in series: (i) Notes having an aggregate principal amount of $23,663,000 bearing interest at 7.125% per annum and maturing June 30, 2024 (“the June 2024 Notes”); (ii) Notes having an aggregate principal amount of $34,500,000 bearing interest at 6.875% per annum and maturing December 30, 2024 (the “December 2024 Notes”); (iii) Notes having an aggregate principal amount of $56,363,750 bearing interest at 7.75% per annum and maturing December 30, 2024 (the “September 2025 Notes”); (iv) Notes having an aggregate principal amount of $51,750,000 bearing interest at 6.0% per annum and maturing December 30, 2026 (the “December 2026 Notes”); and (v) Notes having an aggregate principal amount of $50,000,000 bearing interest at 6.0% per annum and maturing March 30, 2027 (the “March 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 “SCCB”, “SACC”,“SCCC”, “SCCD” and “SCCE”, 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 |
Other income
Other income | 3 Months Ended |
Mar. 31, 2022 | |
Other income | |
Other income | 10. Other income For the three months ended March 31, 2022 and 2021, other income consists of the following: 2022 2021 Income on borrower charges $ 234,467 $ 108,740 Lender, modification and extension fees 308,048 281,894 In-house legal fees 62,100 57,300 Other income 5,402 8,875 Total $ 610,017 $ 456,809 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Origination Fees Loan origination fees generally range from 1%-3% of the original loan principal and, generally, are payable at the time the loan is funded. These payments are amortized for financial statement purposes over the life of the loan and will be recorded as income as follows: Year ending December 31, 2022 $ 3,783,645 Year ending December 31, 2023 832,565 Year ending December 31, 2024 260,074 Total $ 4,876,284 In instances in which mortgages are repaid before their maturity date, the balance of any unamortized deferred revenue is recognized in full at the time of repayment. Employment Agreements In February 2017, the Company entered into an employment agreement with John Villano, the material terms of which are as follows: (i) the employment term is five years with extensions for successive one-year periods unless either party provides written notice at least 180 days prior to the next anniversary date of its intention to not renew the agreement; (ii) a base salary of $260,000, which was increased in April 2018 to $360,000, and increased again in April 2021 to $500,000; (iii) incentive compensation in such amount as determined by the Compensation Committee of the Company’s Board of Directors; (iv) participation in the Company’s employee benefit plans; (v) full indemnification to the extent permitted by law; (vi) a two-year non-competition period following the termination of employment without cause; and (vii) payments upon termination of employment or a change in control. In April 2022, the Compenstion Committee increased Mr. Villano’s base salary to $750,000. In July 2020, the Company entered into an employment agreement with Peter Cuozzo, the material terms of which are as follows: (i) the agreement can be terminated by either party at any time upon delivery of written notice to the other party; (ii) a base salary of $250,000 per year; (iii) incentive compensation in such amount as determined by the Compensation Committee of the Company’s Board of Directors; (iv) participation in the Company’s employee benefit plans; (v) full indemnification to the extent permitted by law; (vi) subject to a covenant not to compete that continues for 18 months after termination unless he is terminated without “cause” prior to July 1, 2022; and (vii) severance pay equal to 18 months of his base compensation if he is terminated without cause, or if he terminates for good reason, prior to July 1, 2022. Mr. Cuozzo retired in January 2022 and waived all future benefits under his employment agreement and the Company agreed to pay on his behalf or reimburse him for the cost of health insurance for him and his spouse through September 30, 2025 and to accelerate the vesting of 4,753 common shares previously awarded to Mr. Cuozzo. Unfunded Commitments At March 31, 2022, the Company had future funding obligations totaling $115,441,853, which can be drawn by the borrowers when the conditions relating thereto have been satisfied. Other In the normal course of its business, the Company is named as a party-defendant because it is a mortgagee having interests in real properties that are being foreclosed upon, primarily resulting from unpaid property taxes. 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, 2022, there were nine such properties, representing approximately $810,000 of mortgages receivable. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 12. 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, 2022, and 2021, loans to known shareholders totaled $15,594,572 and $10,589,641, respectively. Interest income earned on these loans totaled $347,638 and $231,609 for the three months ended March 31, 2022 and 2021, respectively. The wife of the Company’s chief executive officer is employed by the Company as its director of finance. For the three months ended March 31, 2022 and 2021, she received $27,500 and $28,206, respectively, as compensation from the Company. 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 month period ended March 31, 2022, she received compensation of $27,500. |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2022 | |
Concentration of Credit Risk | |
Concentration of Credit Risk | 13. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in securities , investments in partnerships, and mortgage loans. The Company maintains its cash and cash equivalents with various financial institutions. Accounts at the financial institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company is potentially subject to concentration of credit risk in its investment securities. Currently, all of its investment securities, which include common stocks, preferred stock, corporate bonds and mutual funds, are held at Wells Fargo Advisors. Wells Fargo Advisors is a member of the Securities Investor Protection Corporation (SIPC). SIPC protects clients against the custodial risk of a member investment firm becoming insolvent by replacing missing securities and cash up to $500,000, including up to $250,000 in cash, per client in accordance with SIPC rules. The Company makes loans that are secured by first mortgage liens on real property located primarily in Connecticut (approximately 47.3%), Florida (approximately 20.6%) and New York (approximately 13.4%). This concentration of credit risk may be affected by changes in economic or other conditions of the particular geographic area. Credit risks associated with the Company’s mortgage loan portfolio and related interest receivable are described in Note 4 - Mortgages Receivable. |
Outstanding Warrants
Outstanding Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Outstanding Warrants | |
Outstanding Warrants | 14. Outstanding Warrants In 2017 the Company consummated two public offerings – an initial public offering (“IPO”) in February and a follow-on offering in October-November. In connection with the IPO, the Company issued to the underwriters warrants to purchase an aggregate of 130,000 common shares at an exercise price of $6.25 per common share (“IPO Warrants”). The fair value of the IPO Warrants, using the Black-Scholes option pricing model, on the date of issuance was $114,926 . The IPO Warrants expired unexercised on February 9, 2022. In connection with a public offering that was consummated in October 2017, the Company issued to the underwriters warrants to purchase an aggregate of 187,500 common shares at an exercise price of $5.00 per share. These warrants expire on October 24, 2022. The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $131,728. In Janaury 2022, warrants to purchase 93,750 of the Company’s common shares were exercised. The holders of those warrants elected to use the cashless exercise option available to them under the terms of the warrants. As such, they received 19,658 common shares. At March 31, 2022, 49,219 warrants were outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 15. 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, 2022 was 1,318,935. In February 2022, the Company issued an aggregate of 33,500 restricted common shares under the Plan to 20 of its employees. One-third one-third such Stock based compensation for the three months ended March 31, 2022 and 2021 was $106,845 and $4,107, respectively. As of March 31, 2022, there was unrecorded stock based compensation expense $732,928. |
Equity Offerings
Equity Offerings | 3 Months Ended |
Mar. 31, 2022 | |
Equity Offerings | |
Equity Offerings | 16. Equity Offerings On December 6, 2021, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $44,925,000 of its common shares in an “at-the market” offering, which is ongoing. During the three months ended March 31, 2022, the Company sold an aggregate of 2,730,725 common shares under this prospectus and realized net proceeds of $15,547,815 in connection therewith. At March 31, 2022, $22,118,520 of common shares were available for future sale under the ongoing “at-the market” offering. |
Partnership Investments
Partnership Investments | 3 Months Ended |
Mar. 31, 2022 | |
Partnership Investments | |
Partnership Investments | 17. Partnership Investments As of March 31, 2022, the Company had invested an aggregate of approximately $17.4 million in four limited liability companies managed by a commercial real estate finance company that provides debt capital solutions to local and regional commercial real estate owners in the Northeastern United States. The Company’s ownership interest in the four limited liability companies and the investment partnership ranges from 7.6% - 49%. The Company accounts for these investments at cost because the Company does not control or have significant influence over the investments. The Company’s withdrawal from each limited liability company may only be granted by the manager of such entity. Each limited liability company has elected to be treated as a partnership for income tax purposes. For the three months ended March 31, 2022, the partnerships generated $272,489 of income for the Company. At March 31, 2022, the Company had unfunded partnership commitments totaling approximately $3.7 million. |
Special Purpose Acquisition Cor
Special Purpose Acquisition Corporation | 3 Months Ended |
Mar. 31, 2022 | |
Special Purpose Acquisition Corporation | |
Special Purpose Acquisition Corporation | 18. Special Purpose Acquisition Corporation On March 24, 2021, the Company loaned $25,000 to its wholly-owned subsidiary, Sachem Sponsor LLC. Sachem Sponsor LLC used those funds to purchase 1,437,500 shares of Class B common stock of Sachem Acquisition Corp., a newly organized blank check company formed under the laws of Maryland in February 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As of March 31, 2022, the Company had incurred approximately $364,000 of costs related to the preparation and filing of the registration statement, including legal fees, accounting fees and filing fees as well organizational costs and an expense advance to the underwriter. On July 14, 2021, Sachem Acquisition Corp. filed a registration statement on Form S-1 registering the sale of 5,750,000 units at $10.00 per unit, or $57,500,000 in the aggregate. Each unit consists of one share of Class A common stock and one |
Series A Preferred Stock
Series A Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Series A Preferred Stock. | |
Series A Preferred Stock | 19. Series A Preferred Stock On June 25, 2021, the Company filed a Certificate of Amendment with the Department of State of the State of New York to designate 1,955,000 shares of the Company’s authorized preferred shares, par value $0.001 per share, as shares of Series A Preferred Stock with the powers, designations, preferences and other rights as set forth therein (the “Certificate of Amendment”). The Certificate of Amendment provides that the Company will pay quarterly cumulative dividends on the Series A Preferred Stock, in arrears, on the 30th day of each of September, December, March and June from, and including, the date of original issuance of the Series A Preferred Stock at 7.75% of the $25.00 per share liquidation preference per annum (equivalent to $1.9375 per annum per share). The Series A Preferred Stock will not be redeemable before June 29, 2026, except upon the occurrence of a Change of Control (as defined in the Certificate of Amendment). On or after June 29, 2026, the Company may, at its option, redeem any or all of the shares of the Series A Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into common shares in connection with a Change of Control by the holders of the Series A Preferred Stock. Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company’s election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date as defined in the Certificate of Amendment) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of the common shares determined by formula, in each case, on the terms and subject to the conditions described in the Certificate of Amendment, including provisions for the receipt, under specified circumstances, of alternative consideration as described in the Certificate of Amendment. Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events. | |
Subsequent Events | 20. Subsequent Events On April 4, 2022, the Company sold an additional $1,875,000 principal amount of the March 2027 Notes pursuant to a partial exercise of the underwriter’s over-allotment option in the March 2027 Note Offering and realized net proceeds of approximately $1.8 million, after payment of underwriting discounts and commissions and estimated offering expenses. In April 2022, the Company granted (i) 98,425 restricted common shares (having a market value of approximately $500,000) to its chief executive officer. One-third of such shares will vest on January 1, 2023, and an additional one-third will vest on each of January 1, 2024 and 2025 and (ii) 7,042 restricted common shares (having a market value of approximately $35,000) to its vice president of finance and operations. One-third of such shares vested on the date of grant, and an additional one-third will vest on each of April 7, 2023 and 2024. In addition, the Company increased the annual base salary of its chief executive officer to $750,000. On April 1, 2022, the board of directors declared a dividend of $0.12 per common share payable on April 18, 2022 to shareholders of record as of April 11, 2022. From April 1, 2022 through May 3, 2022, the Company sold an aggregate of 663,765 common shares under its at-the-market offering facility realizing gross proceeds of approximately $3.4 million. On April 6, 2022, the Company received a term sheet for another note offering up to a maximum of $75 million aggregate principal amount. The Company expects that the offering will be made in May 2022. Management has evaluated subsequent events through May 3, 2022 the date on which the financial statements were available to be issued. Based on the evaluation, no adjustments were required in the accompanying financial statements. |
COVID-19
COVID-19 | 3 Months Ended |
Mar. 31, 2022 | |
COVID-19 | |
COVID-19 | 21. COVID-19 The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide and has materially and adversely affected many businesses and as of March 31, 2022, the COVID-19 pandemic is ongoing. In response to the onset of the COVID-19 pandemic and the restrictions imposed by various states, including the States of Connecticut, Florida and New York to prevent, or at least reduce the risk of the spread of the virus, at the end of the first quarter of 2020 the Company adopted certain temporary programs, policies and guidelines designed primarily to preserve its liquidity, help its borrowers and protect its employees. In the event the Company is forced to close its physical office, it is likely that there would be some adverse impact. For example, the underwriting process would continue to function but would take longer to complete without immediate access to background and credit profiles. Loan committee meetings would continue to be held virtually (as they are under normal conditions) but the loan approval process may incur delay or not be as thorough and efficient as in the past. In addition, Company personnel may not be able to meet with borrowers or potential borrowers, including physical property inspections, which could adversely impact its ability to service loans, monitor compliance and originate new loans. Finally, the filing of loan documents with the various recording offices may be delayed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Unaudited Financial Statements | Unaudited Financial Statements The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K. Results of operations for the interim periods are not necessarily indicative of the operating results to be attained in the entire fiscal year. |
Use of Estimates | Use of Estimates The preparation of 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 its estimates on (a) various assumptions that consider its experience, (b) the Company’s projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could materially differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposit with an original maturity of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances typically exceed the Federal Deposit Insurance Corporation insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. The Company does not believe that the risk is significant. |
Allowance for Loan Loss | Allowance for Loan Loss The Company reviews each loan on a quarterly basis and evaluates the borrower’s ability to pay the monthly interest, the borrower’s likelihood of executing the original exit strategy, as well as the loan-to-value (LTV) ratio. Based on the analysis, management determines if any provisions for impairment of loans should be made and whether any loan loss reserves are required. |
Fair Value Measurements | Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 are described as follows: Level 1 Level 2 ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation to other means. If the asset or liability has a specified (i.e., Level 3 |
Property and Equipment | Property and Equipment Land and building acquired in December 2016 to serve as the Company’s office facilities is stated at cost. The building is being depreciated using the straight-line method over its estimated useful life of 40 years. Expenditures for repairs and maintenance are charged to expense as incurred. The Company relocated its entire operations to this property in March 2019. Land and building acquired in 2021 to serve as the Company’s future corporate headquarters is stated at cost. The building is not currently being depreciated as it is undergoing renovations. Real Estate Owned Real estate owned by the Company is stated at cost and is tested for impairment quarterly. Consolidations The 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. |
Impairment of long-lived assets | Impairment of long-lived assets The Company monitors events or changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.If the undiscounted cash flows is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair market value of the assets. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with the Company’s revolving credit facilities, described in Note 7-Line of Credit, Mortgage Payable and Churchill Facility are amortized over the term of the applicable facility using the straight-line method. Costs incurred by the Company in connection with the public offering of its unsecured, unsubordinated notes, described in Note 9 - Notes Payable, are being amortized over the term of the respective Notes. |
Revenue Recognition | Revenue Recognition Interest income from the Company’s loan portfolio is earned over the loan period and is calculated using the simple interest method on principal amounts outstanding. Generally, the Company’s loans provide for interest to be paid monthly in arrears. The Company, generally, does not accrue interest income on mortgages receivable that are more than 90 days past due. Interest income not accrued at March 31, 2022 and collected prior to the issuance of this report is included in income for the period ended March 31, 2022. Origination fee revenue, generally 1% – 3% of the original loan principal amount, is collected at loan funding and is recognized ratably over the contractual life of the loan in accordance with ASC 310. |
Income Taxes | 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. FASB ASC Topic 740-10 “Accounting for Uncertainty in Income Taxes ” “ ” |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share are calculated in accordance with ASC 260 “ ” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements. |
Investment Transactions and Related Income. | Investment Transactions and Related Income. Investment transactions are accounted for on a trade-date basis. Dividends are recorded on the ex-dividend date and interest is recognized on the accrual basis. Investment securities are marked-to-market. Unrealized gains and losses on investment securities with a stated maturity date are included in other comprehensive income (loss). All other unrealized gains and losses on investment securities are included in net income (loss). |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurement | |
Summary of company's assets at fair value | The following table sets forth by Level, within the fair value hierarchy, the Company’s assets at fair value as of March 31, 2022: Level 1 Level 2 Level 3 Total Stocks and ETFs $ 20,137,864 — — $ 20,137,864 Mutual funds 15,372,368 — — 15,372,368 Total liquid investments $ 35,510,232 — — $ 35,510,232 Real estate owned — — $ 6,207,818 $ 6,207,818 |
Mortgages Receivable (Tables)
Mortgages Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Mortgages Receivable | |
Schedule of credit risk profile | Credit risk profile based on loan activity as of March 31, 2022 and December 31, 2021: Total Outstanding Residential Commercial Land Mixed Use Mortgages December 31, 2021 $ 157,841,896 $ 95,319,795 $ 20,755,891 $ 18,383,627 $ 292,301,209 March 31, 2022 $ 192,305,801 $ 113,902,025 $ 23,184,331 $ 24,235,064 $ 353,627,221 |
Schedule of maturities of mortgage loans receivable | As of March 31, 2022, the following is the maturities of mortgages receivable as of March 31: 2022 $ 205,001,324 2023 118,276,090 2024 29,266,818 2025 1,082,989 Total $ 353,627,221 |
Real Estate Owned (Tables)
Real Estate Owned (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate Owned | |
Schedule of rental payments due from real estate held for rental | Year ending December 31, 2022 $ 53,200 Year ending December 31, 2023 53,200 Year ending December 31, 2024 53,200 Year ending December 31, 2025 53,200 Total $ 212,800 |
Other income (Tables)
Other income (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other income | |
Schedule of other income | For the three months ended March 31, 2022 and 2021, other income consists of the following: 2022 2021 Income on borrower charges $ 234,467 $ 108,740 Lender, modification and extension fees 308,048 281,894 In-house legal fees 62,100 57,300 Other income 5,402 8,875 Total $ 610,017 $ 456,809 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Schedule of original maturities of deferred revenue | Year ending December 31, 2022 $ 3,783,645 Year ending December 31, 2023 832,565 Year ending December 31, 2024 260,074 Total $ 4,876,284 |
The Company (Details)
The Company (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Minimum | |
Term of debt | 1 year |
Maximum | |
Term of debt | 3 years |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Uncertain tax positions | $ 0 | $ 0 |
Land and Building | ||
Property plant and equipment, useful life | 40 years | |
Minimum | ||
Origination fee revenue as a percentage of original loan principal amount | 1.00% | |
Maximum | ||
Origination fee revenue as a percentage of original loan principal amount | 3.00% |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement | ||
Stocks and ETF's | $ 20,137,864 | |
Mutual funds | 15,372,368 | |
Total liquid investments | 35,510,232 | |
Real estate owned | 6,207,818 | |
Investments in partnerships | 17,413,855 | $ 6,055,838 |
Level 1 | ||
Fair Value Measurement | ||
Stocks and ETF's | 20,137,864 | |
Mutual funds | 15,372,368 | |
Total liquid investments | 35,510,232 | |
Level 2 | ||
Fair Value Measurement | ||
Stocks and ETF's | 0 | |
Mutual funds | 0 | |
Total liquid investments | 0 | |
Real estate owned | 0 | |
Level 3 | ||
Fair Value Measurement | ||
Stocks and ETF's | 0 | |
Mutual funds | 0 | |
Total liquid investments | 0 | |
Real estate owned | $ 6,207,818 |
Mortgages Receivable (Details)
Mortgages Receivable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Mortgage loans on real estate commercial and consumer, net | $ 353,627,221 | $ 292,301,209 |
Residential | ||
Mortgage loans on real estate commercial and consumer, net | 192,305,801 | 157,841,896 |
Commercial | ||
Mortgage loans on real estate commercial and consumer, net | 113,902,025 | 95,319,795 |
Mixed Use | ||
Mortgage loans on real estate commercial and consumer, net | 24,235,064 | 18,383,627 |
Land | ||
Mortgage loans on real estate commercial and consumer, net | $ 23,184,331 | $ 20,755,891 |
Mortgages Receivable - Maturiti
Mortgages Receivable - Maturities of mortgage loans (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Mortgages Receivable | ||
2022 | $ 205,001,324 | |
2023 | 118,276,090 | |
2024 | 29,266,818 | |
2025 | 1,082,989 | |
Total | $ 353,627,221 | $ 292,301,209 |
Mortgages Receivable - Addition
Mortgages Receivable - Additional information (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)loan | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Mortgage loans on real estate, default interest rate | 18.00% | ||
Impairment loss on mortgage loan portfolio | $ 105,000 | $ 0 | |
Payments to acquire mortgage receivable | 88,735,230 | 31,661,577 | |
Proceeds from Collection of Mortgages Receivable | 27,106,768 | $ 30,506,173 | |
Mortgages receivable | $ 353,627,221 | $ 292,301,209 | |
Mortgage loan portfolio number of loans | loan | 520 | ||
Mortgage loan portfolio number of loans in process of foreclosure | loan | 20 | ||
Mortgage receivable with past maturity | $ 27,200,000 | ||
Mortgage Concentration Risk | Revenue Benchmark | Purchased notes receivable | |||
Loans outstanding (in percent) | 10.00% | 10.00% | |
New Haven Mortgage | |||
Payments to acquire mortgage receivable | $ 88,735,230 | $ 31,661,577 | |
Proceeds from Collection of Mortgages Receivable | $ 27,304,218 | $ 30,506,173 | |
Minimum | |||
Term of debt | 1 year | ||
Interest rate (as a percent) | 5.00% | ||
Maximum | |||
Term of debt | 3 years | ||
Mortgage loans on real estate, face amount of mortgages | $ 20,753,028 | ||
Interest rate (as a percent) | 14.20% | ||
Twelve Mortgage Loans [Member] | |||
Mortgages receivable | $ 6,300,000 |
Real Estate Owned - Additional
Real Estate Owned - Additional information (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)property | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Real Estate Owned | |||
Real estate owned | $ 6,312,818 | $ 8,624,044 | |
Real estate on owned | 799,533 | $ 1,381,687 | |
Real estate held-for-sale | 5,513,285 | 7,242,357 | |
Proceeds from sale of real estate owned | 371,000 | ||
Loss on sale of real estate | 65,838 | 2,134 | |
Loss on sale of real estate | 65,838 | 2,134 | |
Impairment loss on real estate owned | $ 155,500 | $ 25,000 | |
Number of properties held for rental | property | 1 | ||
Lease term of rental property held for rental | 5 years |
Real Estate Owned (Details)
Real Estate Owned (Details) | Mar. 31, 2022USD ($) |
Real Estate Owned | |
Year ending December 31, 2022 | $ 53,200 |
Year ending December 31, 2023 | 53,200 |
Year ending December 31, 2024 | 53,200 |
Year ending December 31, 2025 | 53,200 |
Total | $ 212,800 |
Profit Sharing Plan (Details)
Profit Sharing Plan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Profit Sharing Plan | ||
Contribution of a participant's compensation | 3.00% | |
Plan expense | $ 19,993 | $ 12,744 |
Line of Credit, Mortgage Paya_2
Line of Credit, Mortgage Payable, and Churchill Facility (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Mar. 31, 2022USD ($)series$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jul. 21, 2021USD ($) | |
Number of unsecured unsubordinated notes | series | 5 | ||||
Threshold percentage of taxable income to prohibit distribution | 90.00% | ||||
Threshold asset coverage ratio | 150.00% | ||||
Period of written notice to redeem notes without premium or penalty | 30 days | ||||
Debt Issuance Costs, Net | $ 7,226,079 | $ 5,747,387 | |||
Outstanding balance | $ 23,279,364 | $ 33,178,031 | |||
Interest rate | 4.70% | ||||
Amortization period | 20 years | ||||
Spread on variable rate | 1.75% | 1.75% | |||
Amount borrowed under the facility | $ 7,857,960 | $ 0 | |||
Value of East Main Street Property | $ 1,400,000 | ||||
Term of Federal Home Loan Bank of Boston Classic Advance Rate | 5 years | ||||
Period for which only interest is payable | 12 months | ||||
Unpaid principal balance | 57,300,000 | ||||
Notes | |||||
Aggregate amount outstanding | 209,050,671 | ||||
Debt Issuance Costs, Net | 7,226,079 | ||||
June 2024 Notes | |||||
Aggregate amount outstanding | $ 23,663,000 | ||||
Notes issued denomination | $ / shares | $ 25 | ||||
Interest rate | 7.125% | ||||
December 2024 Notes | |||||
Aggregate amount outstanding | $ 34,500,000 | ||||
Interest rate | 6.875% | ||||
September 2025 Notes | |||||
Aggregate amount outstanding | $ 56,363,750 | ||||
Notes issued denomination | $ / shares | $ 24.75 | ||||
Maximum principal amount | $ 28,000,000 | ||||
Interest rate | 7.75% | ||||
New Haven Mortgage | |||||
Maximum principal amount | $ 1,400,000 | ||||
Amount outstanding | $ 750,000 | ||||
Interest rate | 3.75% | ||||
Spread on variable rate | 2.60% | ||||
Interest accrued period | 72 months | ||||
Unpaid principal balance | $ 750,000 | ||||
Master Repurchase agreement | |||||
Threshold asset coverage ratio | 150.00% | ||||
Outstanding balance | $ 26,945,149 | ||||
Percentage amount of repurchase obligation of unencumbered cash and cash equivalents | 2.50% | ||||
Repurchase face amount | $ 200,000,000 | ||||
Interest rate | 0.25% | ||||
Term of debt | 180 days | ||||
Additional availability | $ 6,300,000 | ||||
Minimum | |||||
Term of debt | 1 year | ||||
Minimum | Master Repurchase agreement | |||||
Interest rate | 3.00% | ||||
Maximum | |||||
Term of debt | 3 years | ||||
Maximum | Master Repurchase agreement | |||||
Interest rate | 4.00% |
Financing Transactions (Details
Financing Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financing Transactions [Line items] | ||
Gross proceeds from sale of securities | $ 66,000,000 | |
Interest rate | 4.70% | |
Gross proceeds from warrants | $ 15,958,899 | |
Warrants to purchase common shares | 2,730,725 | |
Net proceeds from the sale of common shares | $ 15,547,815 | $ 1,542,465 |
ATM | ||
Financing Transactions [Line items] | ||
Proceeds from sale of commons stock | $ 50,000,000 | |
Number of shares sold | 303,407 | |
Interest rate | 6.00% | |
Net proceeds from the sale of common shares | $ 1,542,465 |
Notes Payable - Additional info
Notes Payable - Additional information (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2022 | Mar. 31, 2022USD ($)series$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Deferred financing costs | $ 7,226,079 | $ 5,747,387 | ||
Interest rate | 4.70% | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 1.75% | ||
Outstanding balance | $ 23,279,364 | $ 33,178,031 | ||
Repayments of Lines of Credit | 9,898,667 | $ 0 | ||
Amortization of deferred financing costs | $ 469,251 | $ 244,105 | ||
Number of unsecured unsubordinated notes | series | 5 | |||
Threshold percentage of taxable income to prohibit distribution | 90.00% | |||
Threshold asset coverage ratio | 150.00% | |||
Period of written notice to redeem notes without premium or penalty | 30 days | |||
Notes | ||||
Deferred financing costs | $ 7,226,079 | |||
Aggregate amount outstanding | $ 209,050,671 | |||
June 2024 Notes | ||||
Interest rate | 7.125% | |||
Aggregate amount outstanding | $ 23,663,000 | |||
Notes issued denomination | $ / shares | $ 25 | |||
December 2024 Notes | ||||
Interest rate | 6.875% | |||
Aggregate amount outstanding | $ 34,500,000 | |||
September 2025 Notes | ||||
Interest rate | 7.75% | |||
Maximum principal amount | $ 28,000,000 | |||
Aggregate amount outstanding | $ 56,363,750 | |||
Notes issued denomination | $ / shares | $ 24.75 | |||
December 2026 Notes | ||||
Interest rate | 6.00% | |||
Aggregate amount outstanding | $ 51,750,000 | |||
March 2027 Notes | ||||
Interest rate | 6.00% | |||
Aggregate amount outstanding | $ 50,000,000 |
Other income (Details)
Other income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other income | ||
Income on borrower charges | $ 234,467 | $ 108,740 |
Lender, modification and extension fees | 308,048 | 281,894 |
In-house legal fees | 62,100 | 57,300 |
Other income | 5,402 | 8,875 |
Total | $ 610,017 | $ 456,809 |
Commitments and Contingencies -
Commitments and Contingencies - Original maturities of deferred revenue (Details) - Deferred Lease Revenue [Member] | Mar. 31, 2022USD ($) |
Other Commitments [Line Items] | |
Year ending December 31, 2022 | $ 3,783,645 |
Year ending December 31, 2023 | 832,565 |
Year ending December 31, 2024 | 260,074 |
Total | $ 4,876,284 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended |
Jul. 31, 2020USD ($) | Mar. 31, 2022USD ($)propertyshares | |
Base salary | $ 250,000 | |
Employment Agreements Description | (i) the employment term is five years with extensions for successive one-year periods unless either party provides written notice at least 180 days prior to the next anniversary date of its intention to not renew the agreement; (ii) a base salary of $260,000, which was increased in April 2018 to $360,000, and increased again in April 2021 to $500,000; (iii) incentive compensation in such amount as determined by the Compensation Committee of the Company’s Board of Directors; (iv) participation in the Company’s employee benefit plans; (v) full indemnification to the extent permitted by law; (vi) a two-year non-competition period following the termination of employment without cause; and (vii) payments upon termination of employment or a change in control. In April 2022, the Compenstion Committee increased Mr. Villano’s base salary to $750,000. | |
Number of Mortgage Properties | property | 9 | |
Mortgages receivable | $ 810,000 | |
Number of accelerated shares | shares | 4,753 | |
Unfunded Loan Commitment [Member] | ||
Other Commitment | $ 115,441,853 | |
Minimum | ||
Loan Origination Fees On Original Loan Principal, Percentage | 1.00% | |
Maximum | ||
Loan Origination Fees On Original Loan Principal, Percentage | 3.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Shareholders [Member] | ||
Related Party Transaction [Line Items] | ||
Loans and Leases Receivable, Related Parties | $ 15,594,572 | $ 10,589,641 |
Interest Income, Related Party | 347,638 | 231,609 |
Wife of Executive Officer [Member] | Accounting and Financial Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 27,500 | $ 28,206 |
Daughter of chief executive officer | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | $ 27,500 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) - Credit Concentration Risk [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Concentration Risk [Line Items] | |
Cash and cash equivalents insured by the Federal Deposit Insurance Corporation | $ 250,000 |
Concentration risk, description | SIPC protects clients against the custodial risk of a member investment firm becoming insolvent by replacing missing securities and cash up to $500,000, including up to $250,000 in cash, per client in accordance with SIPC rules. |
First Mortgage Liens On Real Property | |
Concentration Risk [Line Items] | |
Threshold Used For Calculating Concentration Of Risk | 47.30% |
Florida | First Mortgage Liens On Real Property | |
Concentration Risk [Line Items] | |
Threshold Used For Calculating Concentration Of Risk | 20.60% |
New York | First Mortgage Liens On Real Property | |
Concentration Risk [Line Items] | |
Threshold Used For Calculating Concentration Of Risk | 13.40% |
Outstanding Warrants (Details)
Outstanding Warrants (Details) - USD ($) | 1 Months Ended | ||
Jan. 31, 2022 | Mar. 31, 2022 | Nov. 30, 2017 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,730,725 | ||
IPO [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 130,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.25 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 114,926 | ||
Follow On Public Offering [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,750 | 49,219 | 187,500 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 131,728 | ||
Common stock shares issued upon exercise of warrants | 19,658 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Two thousand sixteen equity plan - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 27, 2016 | |
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | |||
Aggregate shares available for grants in period | 1,318,935 | |||
Stock based compensation | $ 106,845 | $ 4,107 | ||
Unrecorded stock based compensation expense | $ 732,928 | |||
Restricted Stock | ||||
Shares granted | 33,500 | |||
Restricted Stock | Tranche one | ||||
Vesting percentage | 33.33% | |||
Restricted Stock | Tranche two | ||||
Vesting percentage | 33.33% | |||
Restricted Stock | Tranche three | ||||
Vesting percentage | 33.33% |
Equity Offerings (Details)
Equity Offerings (Details) - USD ($) | Dec. 06, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Net proceeds from the sale of common shares | $ 15,547,815 | $ 1,542,465 | |
Common stock issued under prospectus supplement dated April 9, 2021 | |||
Number of shares issued during the period | 2,730,725 | ||
Common stock issued under prospectus supplement dated December 6, 2021 | |||
Net proceeds from the sale of common shares | $ 15,547,815 | ||
Common stock shares available for sale | 22,118,520 | ||
ATM | |||
Number of shares issued during the period | 303,407 | ||
Net proceeds from the sale of common shares | $ 1,542,465 | ||
ATM | Common stock issued under prospectus supplement dated December 6, 2021 | |||
Authorized amount to be issued | $ 44,925,000 |
Partnership Investments (Detail
Partnership Investments (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income from partnership investment | $ 272,489 |
Partnership investment, total | 17,400,000 |
Unfunded partnership commitments | $ 3,700,000 |
Minimum | |
Participation interest in Mortgage loans | 7.6 |
Maximum | |
Participation interest in Mortgage loans | 49 |
Special Purpose Acquisition C_2
Special Purpose Acquisition Corporation (Details) - USD ($) | Jul. 14, 2021 | Mar. 24, 2021 | Mar. 31, 2022 |
Registration and legal fees | $ 364,000 | ||
Sachem Acquisition Corp | |||
Sale of units | 5,750,000 | ||
Price per unit | $ 10 | ||
Aggregate sale price | $ 57,500,000 | ||
Sachem Sponsor LLC | |||
Loan to related party | $ 25,000 | ||
Common Class A | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable for warrant | 1 | ||
Common Class B | Sachem Sponsor LLC | |||
Number of shares issued during the period | 1,437,500 |
Series A Preferred Stock (Detai
Series A Preferred Stock (Details) - $ / shares | Jun. 25, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Series A Preferred Stock | |||
Preferred Stock, Shares Authorized | 1,955,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||
Dividend rate | 7.75% | ||
Share Price | $ 25 | ||
Liquidation preference per annum | 1.9375 | ||
Preferred Stock, Redemption Price Per Share | $ 25 | ||
Redemption period for preference stock | 120 days |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 01, 2025 | Apr. 07, 2024 | Jan. 01, 2024 | Apr. 07, 2023 | Jan. 23, 2023 | Apr. 04, 2022 | Apr. 01, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 06, 2022 |
Subsequent Event [Line Items] | |||||||||||
Gross proceeds from the sale of common shares | $ 15,547,815 | $ 1,542,465 | |||||||||
ATM | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares sold | 303,407 | ||||||||||
Gross proceeds from the sale of common shares | $ 1,542,465 | ||||||||||
Subsequent Events | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount | $ 75,000,000 | ||||||||||
Dividend declared per share | $ 0.12 | ||||||||||
Subsequent Events | ATM | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares sold | 663,765 | ||||||||||
Gross proceeds from the sale of common shares | $ 3,400,000 | ||||||||||
Subsequent Events | Chief executive officer | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Amount of increase in base salary | $ 750,000 | ||||||||||
Subsequent Events | Restricted Stock | Chief executive officer | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares granted | 98,425 | ||||||||||
Subsequent Events | Restricted Stock | Chief executive officer | Tranche one | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
Subsequent Events | Restricted Stock | Chief executive officer | Tranche two | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
Subsequent Events | Restricted Stock | Chief executive officer | Tranche three | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
Subsequent Events | Restricted Stock | Vice president | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares granted | 7,042 | ||||||||||
Market value of shares granted | $ 35,000 | ||||||||||
Subsequent Events | Restricted Stock | Vice president | Tranche one | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
Subsequent Events | Restricted Stock | Vice president | Tranche two | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
Subsequent Events | Restricted Stock | Vice president | Tranche three | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
Subsequent Events | March 2027 Notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount | $ 1,875,000 | ||||||||||
Net proceeds from notes payable | $ 1,800,000 | ||||||||||
Subsequent Events | March 2027 Notes | Chief executive officer | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Market value of shares granted | $ 500,000 |