UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2020~~March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________________________________ to _________________________________________

Commission File Number: 001-37997

SACHEM CAPITAL CORP.

(Exact name of registrant as specified in its charter)


New York		81-3467779
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

698 Main Street, Branford, CT 06405

(Address of principal executive offices)

(203) 433-4736

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒☐
Non-accelerated filer ☐☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Shares, par value $.001 per share	SACH	NYSE American LLC
7.125% Notes due 2024	SCCB	NYSE American LLC
6.875% Notes due 2024	SACC	NYSE American LLC
7.75% Notes due 2025	SCCC	NYSE American LLC

As of ~~November 5, 2020,~~May 14, 2021, the Issuer had a total of ~~22,124,801~~24,568,225 common shares, $0.001 par value per share, outstanding.

Table of Contents

SACHEM CAPITAL CORP.

TABLE OF CONTENTS


Part I	FINANCIAL INFORMATION
		Page Number
Item 1.	Financial Statements (unaudited)
	Balance Sheets as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	1
	Statements of Comprehensive Income for the ~~Three-Month and Nine-Month~~Three Month Periods Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	2
	Statements of Changes in Shareholders’ Equity for the ~~Three-Month and Nine-Month~~Three Month Periods Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	3
	Statements of Cash Flows for the ~~Nine-Month~~Three Month Periods Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	54
	Notes to Financial Statements (unaudited)	75
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
Part II	OTHER INFORMATION
Item ~~1A.~~	~~Risk Factors.~~	24
~~Item~~ 6.	Exhibits	2524
SIGNATURES		2726
EXHIBITS

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “anticipate,” “estimate,” “expect,” “project,” “plan,” “seek,” “intend,” “believe,” “may,” “might,” “will,” “should,” “could,” “likely,” “continue,” “design,” and the negative of such terms and other words and terms of similar expressions are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We disclaim any duty to update any of these forward-looking statements after the date of this report to confirm these statements in relationship to actual results or revised expectations.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this report. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

Unless the context otherwise requires, all references in this quarterly report on Form 10-Q to “Sachem Capital,” “we,” “us” and “our” refer to Sachem Capital Corp., a New York corporation.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SACHEM CAPITAL CORP.

BALANCE SHEETS

September 30, 2020

December 31, 2019


(Unaudited)

(Audited)

Assets





Assets:





Cash and cash equivalents

$
5,384,073

$
18,841,937

Investments

27,688,794

15,949,802

Mortgages receivable

124,131,879

94,348,689

Interest and fees receivable

1,551,333

1,370,998

Other receivables

87,307

141,397

Due from borrowers

1,501,470

840,930

Prepaid expenses

106,816

24,734

Property and equipment, net

1,418,442

1,346,396

Deposits on property and equipment

172,210

71,680

Real estate owned

7,523,584

8,258,082

Deferred financing costs

66,086

16,600

Total assets

$
169,631,994

$
141,211,245

Liabilities and Shareholders' Equity





Liabilities:





Notes payable (net of deferred financing costs of $3,074,115 and $2,687,190)

$
69,452,636

$
55,475,810

Mortgage payable

771,785

784,081

Line of credit

12,080,569

0

Accounts payable and accrued expenses

522,453

249,879

Other loans

257,845

0

Security deposits held

13,416

7,800

Advances from borrowers

1,413,974

848,268

Deferred revenue

1,114,721

1,205,740

Notes payable

60,130

75,433

Accrued interest

80,672

3,416

Total liabilities

85,768,201

58,650,427

Commitments and Contingencies





Shareholders’ equity:





Preferred shares - $.001 par value; 5,000,000 shares authorized; no shares issued

0

0

Common stock - $.001 par value; 100,000,000 shares authorized; 22,117,301 issued and outstanding

22,117

22,117

Paid-in capital

83,810,276

83,856,308

Accumulated other comprehensive loss

(37,596)

(50,878)

Retained earnings (accumulated deficit)

68,996

(1,266,729)

Total shareholders' equity

83,863,793

82,560,818

Total liabilities and shareholders' equity

$
169,631,994

$
141,211,245


	March 31, 2021		December 31, 2020
	(unaudited)		(unaudited)
Assets
Assets:
Cash and cash equivalents	$	18,345,654	$	19,408,028
Investment securities		36,305,439		37,293,703
Investment in partnership		1,843,398		—
Mortgages receivable		156,771,704		155,616,300
Interest and fees receivable		1,882,611		1,820,067
Other receivables		413,212		67,307
Due from borrowers		2,525,039		2,025,663
Prepaid expenses		173,488		71,313
Property and equipment, net		1,449,653		1,433,388
Real estate owned		8,624,044		8,861,609
Other deposits		98,210		—
Deferred financing costs		0		72,806
Total assets	$	228,432,452	$	226,670,184

Liabilities and Shareholders' Equity
Liabilities:
Notes payable (net of deferred financing costs of $4,641,953 and $4,886,058)	$	109,884,797	$	109,640,692
Mortgage payable		0		767,508
Line of credit		28,160,988		28,055,648
Accrued dividends payable		0		2,654,977
Accounts payable and accrued expenses		536,323		372,662
Other loans		257,845		257,845
Security deposits held		13,416		13,416
Advances from borrowers		2,703,999		1,830,539
Deferred revenue		2,184,315		2,099,331
Notes payable		49,050		54,682
Accrued interest		0		3,344
Total liabilities	$	143,790,733	$	145,750,644

Commitments and Contingencies

Shareholders’ equity:
Preferred shares - $.001 par value; 5,000,000 shares authorized; no shares issued		0		0
Common stock - $.001 par value; 100,000,000 shares authorized; 22,428,208 and 22,124,801 issued and outstanding		22,428		22,125
Paid-in capital		85,360,645		83,814,376
Accumulated other comprehensive loss		(33,486)		(25,992)
Accumulated deficit		(707,868)		(2,890,969)
Total shareholders' equity		84,641,719		80,919,540
Total liabilities and shareholders' equity	$	228,432,452	$	226,670,184

The accompanying notes are an integral part of these financial statements.

Table of Contents

SACHEM CAPITAL CORP.

STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

Three Months Ended

Nine Months

September 30,

Ended September 30,

2020

2019

2020

2019

Revenue:









Interest income from loans

$
3,473,304

$
2,442,750

$
9,640,387

$
7,509,155

Interest income on investments

32,483

28,148

163,161

28,148

Gain/(loss)on sale of investment securities

(21,858)

0

415,301

0

Origination fees, net

393,097

497,237

1,551,652

1,202,777

Late and other fees

10,955

18,149

46,835

205,182

Processing fees

37,445

44,870

123,568

121,470

Rental income, net

9,593

9,446

49,777

82,350

Other income

336,789

325,523

904,071

622,054

Net gain on sale of real estate

0

12,927

0

20,076

Total revenue

4,271,808

3,379,050

12,894,752

9,791,212

Operating costs and expenses:









Interest and amortization of deferred financing costs

1,262,278

537,878

3,564,533

1,611,332

Compensation, fees and taxes

496,058

476,404

1,220,412

1,325,822

Stock based compensation

4,107

4,107

12,321

12,327

Professional fees

158,206

105,053

400,868

259,275

Other expenses and taxes

26,247

39,355

61,484

70,683

Exchange fees

22,713

11,343

29,986

32,850

Expense in connection with termination of LOC

0

0

0

779,641

Impairment

0

0

495,000

0

Net loss on sale of real estate

2,816

0

7,276

0

Depreciation

15,348

18,618

46,318

44,286

General and administrative expenses

145,251

131,206

412,677

400,561

Total operating costs and expenses

2,133,024

1,323,964

6,250,875

4,536,777

Net income

2,138,784

2,055,086

6,643,877

5,254,435

Other comprehensive income (loss)

Unrealized gain (loss) on investment securities

(72,785)

0

13,282

0

Comprehensive income

$
2,065,999

$
2,055,086

$
6,657,159

$
5,254,435

Basic and diluted net income per common share outstanding:









Basic

$
0.10

$
0.10

$
0.30

$
0.30

Diluted

$
0.10

$
0.10

$
0.30

$
0.30

Weighted average number of common shares outstanding:









Basic

22,117,301

21,336,870

22,117,301

17,662,480

Diluted

22,117,301

21,336,870

22,117,301

17,622,480


	Three Months Ended
	March 31,
	2021		2020
Revenue:
Interest income from loans	$	4,531,232	$	2,901,406
Investment income		242,691		97,516
Income from partnership investment		17,373		0
(Loss) gain on sale of investment securities		(129,440)		446,083
Origination fees		517,428		511,056
Late and other fees		35,929		14,781
Processing fees		35,975		46,458
Rental income, net		4,184		10,728
Other income		456,809		284,274
Total revenue		5,712,181		4,312,302

Operating costs and expenses:
Interest and amortization of deferred financing costs		2,464,755		1,149,953
Professional fees		231,756		132,309
Compensation, fees and taxes		592,087		344,493
Exchange fees		12,329		7,273
Other expenses and taxes		21,809		28,703
Depreciation		19,602		16,283
General and administrative expenses		159,608		140,214
Loss on sale of real estate		2,134		4,460
Impairment loss		25,000		250,000
Total operating costs and expenses		3,529,080		2,073,688
Net income		2,183,101		2,238,614

Other comprehensive loss
Unrealized loss on investment securities		(7,494)		(135,382)
Comprehensive income	$	2,175,607	$	2,103,232
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		22,138,006		22,117,301
Diluted		22,138,006		22,117,301

The accompanying notes are an integral part of these financial statements.

Table of Contents

SACHEM CAPITAL CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020											FOR THE THREE MONTHS ENDED MARCH 31, 2021
						Accumulated		(Accumulated									Accumulated
				Additional		Other		Deficit)							Additional		Other
	Common			Paid in		Comprehensive		Retained				Common			Paid in		Comprehensive		Accumulated
	Shares	Amount		Capital		Income/(Loss)		Earnings		Totals		Shares	Amount		Capital		Loss		Deficit		Totals
Balance, July 1, 2020	22,117,301	$	22,117	$	83,806,169	$	35,189	$	584,288	$	84,447,763
Beginning balance, January 1, 2021												22,124,801	$	22,125	$	83,814,376	$	(25,992)	$	(2,890,969)	$	80,919,540

Sale of common stock through ATM												303,407	$	303		1,544,892						1,545,195
Offering costs-ATM																(2,730)						(2,730)

Stock based compensation	—		—		4,107		—		—		4,107					4,107						4,107

Unrealized loss on marketable securities	—		—		—		(72,785)		—		(72,785)
Unrealized loss on investment securities																		(7,494)				(7,494)

Dividends paid	—		—		—		—		(2,654,076)		(2,654,076)

Net income	—		—		—		—		2,138,784		2,138,784

Balance, September 30, 2020	22,117,301	$	22,117	$	83,810,276	$	(37,596)	$	68,996	$	83,863,793
Net income for the period ended March 31, 2021																				2,183,101		2,183,101
Balance, March 31, 2021												22,428,208	$	22,428	$	85,360,645	$	(33,486)	$	(707,868)	$	84,641,719


	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019											FOR THE THREE MONTHS ENDED MARCH 31, 2020
						Accumulated		(Accumulated									Accumulated
				Additional		Other		Deficit)							Additional		Other
	Common			Paid in		Comprehensive		Retained				Common			Paid in		Comprehensive		Accumulated
	Shares	Amount		Capital		Income/(Loss)		Earnings		Totals		Shares	Amount		Capital		Loss		Deficit		Totals
Balance, July 1, 2019	18,905,586	$	18,906	$	68,658,030	$	—	$	739,137	$	69,416,073
Beginning balance, January 1, 2020												22,117,301	$	22,117	$	83,856,308	$	(50,878)	$	(1,266,729)	$	82,560,818

Sales of stock through ATM	866,332		866		4,375,320		—		—		4,376,186

Sale of common stock	2,300,000		2,300		10,668,202		—		—		10,670,502

Exercise of warrants	16,407		16		82,019		—		—		82,035
Offering costs-ATM																(58,353)						(58,353)

Stock based compensation	—		—		4,103		—		—		4,103					4,107						4,107

Dividends	—		—		—		—		(2,348,452)		(2,348,452)
Unrealized loss on investment securities																		(135,382)				(135,382)

Net income	—		—		—		—		2,055,086		2,055,086
Dividends paid																				(2,654,076)		(2,654,076)

Balance, September 30, 2019	22,088,325	$	22,088	$	83,787,674	$	—	$	445,771	$	84,255,533
Net income for the period ended March 31, 2020																				2,238,614		2,238,614
Balance, March 31, 2020												22,117,301	$	22,117	$	83,802,062	$	(186,260)	$	(1,682,191)	$	81,955,728

The accompanying notes are an integral part of these financial statements.

~~Table of Contents~~

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

Accumulated

(Accumulated

Additional

Other

Deficit)

Common

Paid in

Comprehensive

Retained


Shares

Amount

Capital

Income/(Loss)

Earnings

Totals
Balance, January 1, 2020

22,117,301

$
22,117

$
83,856,308

$
(50,878)

$
(1,280,011)

$
82,547,536

Offering costs-ATM

—

—

(58,353)

—

—

(58,353)

Stock based compensation

—

—

12,321

—

—

12,321

Unrealized gain on marketable securities

—

—

—

13,282

—

13,282

Dividends paid

—

—

—

—

(5,308,152)

(5,308,152)

Net income

—

—

—

—

6,657,159

6,657,159

Balance, September 30, 2020

22,117,301

$
22,117

$
83,810,276

$
(37,596)

$
68,996

$
83,863,793

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

Accumulated

(Accumulated

Additional

Other

Deficit)

Common

Paid in

Comprehensive

Retained


Shares

Amount

Capital

Income/(Loss)

Earnings

Totals
Balance, January 1, 2019

15,438,621

$
15,439

$
53,192,859

$
—

$
(405,483)

$
52,802,815

Sales of stock through ATM

4,333,297

4,333

19,832,267

—

—

19,836,600

Sale of common stock

2,300,000

2,300

10,668,202

—

—

10,670,502

��

Exercise of warrants

16,407

16

82,019

—

—

82,035

Stock based compensation

—

—

12,327

—

—

12,327

Dividends

—

—

—

—

(4,403,181)

(4,403,181)

Net income

—

—

—

—

5,254,435

5,254,435

Balance, September 30, 2019

22,088,325

$
22,088

$
83,787,674

$
—

$
445,771

$
84,255,533

~~The accompanying notes are an integral part of these financial statements.~~

Table of Contents

SACHEM CAPITAL CORP.

STATEMENTS OF CASH FLOW

(unaudited)

Nine Months

Ended September 30,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES





Net income

$
6,643,877

$
5,254,435

Adjustments to reconcile net income to net cash provided by operating activities:



Amortization of deferred financing costs

357,497

159,872

Depreciation expense

46,318

44,286

Stock based compensation

12,321

12,327

Impairment loss

495,000

0

Loss (gain) on sale of real estate

7,276

(20,076)

Abandonment of office furniture

0

12,000

Costs in connection with termination of line of credit

439,446

Realized gain on investments

(415,301)

0

Changes in operating assets and liabilities:



(Increase) decrease in:

Escrow deposits

0

12,813

Interest and fees receivable

(180,335)

(454,487)

Other receivables

54,090

(67,237)

Due from borrowers

(273,202)

2,122,939

Prepaid expenses

(82,082)

(22,305)

Deposits on property and equipment

(100,530)

(37,881)

(Decrease) increase in:

Due to note purchaser

0

(176,619)

Accrued interest

77,256

3,323

Accounts payable and accrued expenses

272,574

(159,512)

Deferred revenue

(91,019)

9,261

Advances from borrowers

565,706

180,889

Total adjustments

745,569

2,059,039

NET CASH PROVIDED BY OPERATING ACTIVITIES

7,389,446

7,313,474

CASH FLOWS FROM INVESTING ACTIVITIES





Purchase of investments

(37,216,177)

0

Proceeds from the sale of investments

25,905,769

0

Proceeds from sale of real estate owned

1,816,522

362,136

Acquisitions of and improvements to real estate owned

(1,584,300)

(443,217)

Purchase of property and equipment

(118,364)

(196,603)

Security deposits held

5,616

0

Principal disbursements for mortgages receivable

(68,029,798)

(42,163,704)

Principal collections on mortgages receivable

37,859,270

27,917,331

NET CASH USED FOR INVESTING ACTIVITIES

(41,361,462)

(14,524,057)

CASH FLOWS FROM FINANCING ACTIVITIES





Proceeds from line of credit

14,080,569

42,720,829

Repayment of line of credit

(2,000,000)

(69,939,952)

Proceeds from notes sold to shareholder

0

1,017,000

Repayment of notes sold to shareholder

0

(2,217,000)

Principal payments on mortgage payable

(12,296)

0

Principal payments on notes payable

(15,303)

0

Dividends paid

(5,308,152)

(7,027,746)

Financing costs incurred

(108,353)

(6,836)

Proceeds from other loans

257,845

0

Proceeds from mortgage payable

0

795,000

Repayment of mortgage payable

0

(297,837)

Proceeds from notes payable, net

0

68,634

Proceeds from issuance of common stock

0

30,736,148

Costs associated with the issuance of common stock

0

(147,002)

Gross proceeds from issuance of fixed rate notes

14,363,750

23,663,000

Financing costs incurred in connection with fixed rate notes

(743,908)

(1,307,571)

NET CASH PROVIDED BY FINANCING ACTIVITIES

20,514,152

18,056,667

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(13,457,864)

10,846,084

CASH AND CASH EQUIVALENTS- BEGINNING OF YEAR

18,841,937

158,859

CASH AND CASH EQUIVALENTS - END OF PERIOD

$
5,384,073

$
11,004,943

~~The accompanying notes are an integral part of these financial statements.~~

~~Table of Contents~~

~~SACHEM CAPITAL CORP.~~

~~STATEMENTS OF CASH FLOW (Continued)~~

~~(unaudited)~~

Nine Months Ended

September 30,


2020

2019
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION




Taxes paid

$
0

$
0
Interest paid

$
2,093,080

$
472,329

SUPPLEMENTAL INFORMATION-NON-CASH




Dividends declared and payable

$
0

$
0

~~SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES~~

~~Real estate acquired in connection with the foreclosure of certain mortgages, inclusive of interest and other fees receivable, during the period ended September 30, 2019 amounted to $2,265,927.~~

~~During the nine months ended September 30, 2019, the Company purchased equipment for $13,005 subject to a capital lease.~~

During the nine months ended September 30, 2019, Mortgages receivable, affiliate in the amount of $879,457 were reduced to $0 as the underlying loans were transferred to the Company and are included in Mortgages receivable.

~~Real estate acquired in connection with the foreclosure of certain mortgages, inclusive of interest and other fees receivable, during the period ended September 30, 2020 amounted to $170,383.~~


	Three Months Ended
	March 31,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,183,101	$	2,238,614
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and bond discount		244,105		116,764
Write off of deferred financing costs		72,806		0
Depreciation expense		19,602		16,283
Stock based compensation		4,107		4,107
Impairment loss		25,000		250,000
Loss on sale of real estate		2,134		4,460
Loss (gain) on sale of investment securities		129,440		(446,083)
Changes in operating assets and liabilities:
(Increase) decrease in:
Interest and fees receivable		(62,544)		(200,167)
Other receivables		(345,905)		25,000
Due from borrowers		(499,376)		(778,324)
Prepaid expenses		(102,175)		(8,555)
Deposits on property and equipment		0		36,680
(Decrease) increase in:
Accrued interest		(3,344)		(18)
Accounts payable and accrued expenses		163,661		8,136
Deferred revenue		84,984		75,005
Advances from borrowers		873,460		385,479
Total adjustments		605,955		(511,233)
NET CASH PROVIDED BY OPERATING ACTIVITIES		2,789,056		1,727,381

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities		(22,755,450)		(17,417,059)
Proceeds from the sale of investment securities		23,606,780		17,428,603
Purchase of interest in investment partnership		(1,843,398)		0
Proceeds from sale of real estate owned		370,792		1,090,236
Acquisitions of and improvements to real estate owned		(160,361)		(377,289)
Purchase of property and equipment		(35,867)		(29,757)
Principal disbursements for mortgages receivable		(31,661,577)		(28,675,048)
Principal collections on mortgages receivable		30,506,173		11,758,497
Costs in connection with investment activities		(98,210)		0
NET CASH USED FOR INVESTING ACTIVITIES		(2,071,118)		(16,221,817)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit		105,340		0
Repayment of mortgage payable		(767,508)		(4,118)
Principal payments on notes payable		(5,632)		(4,932)
Dividends paid		(2,654,977)		(2,654,076)
Costs in connection with issuance of common stock - ATM		(2,730)		(58,353)
Proceeds from issuance of common stock - ATM		1,545,195		0
NET CASH USED FOR FINANCING ACTIVITIES		(1,780,312)		(2,721,479)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,062,374)		(17,215,915)

CASH AND CASH EQUIVALENTS- BEGINNING OF YEAR		19,408,028		18,841,937

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	18,345,654	$	1,626,022

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Interest paid	$	2,445,468	$	1,033,189

The accompanying notes are an integral part of these financial statements.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

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 to three ~~years~~)years), secured, non-banking loans (sometimes referred to as “hard money” loans) to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in Connecticut. The properties securing the Company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals or a pledge of the ownership interests in the borrower by the principals thereof, as well as personal guarantees by the principals of the borrower. The Company does not lend to owner occupants. The Company’s primary underwriting criteria is a conservative loan to value ratio. In addition, the Company may make opportunistic real estate purchases apart from its lending activities. ~~The Company believes it qualifies and has operated as a real estate investment trust since 2017.~~

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, 2020 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’s~~Management will base the use of estimates ~~are based~~ on (a) various assumptions that consider its experience, (b) the Company’s ~~past experience, (b)~~ projections regarding ~~the Company’s~~ future operations and (c) general financial market and local and general economic conditions. Actual amounts could 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 various 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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

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 Accounting Standards Codification (“~~FASB ~~ASC”)~~ASC 820 are described as follows:

Level 1Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access.

Level 2Inputs to the valuation methodology include:

●

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 or other means.

If the asset or liability has a specified (i.e., contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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.~~

Impairment of long-lived assets

The Company continually 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 total of 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 by the Company in connection with the public offering of its unsecured, unsubordinated notes, described in Note 6 - Notes Payable -- are being amortized over the term of the respective Notes.

Revenue Recognition

Interest income from the ~~Company's~~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 does not accrue interest income on mortgages receivable that are more than 90 days past due. Interest income not accrued at March 31, 2021 and collected prior to the issuance of these financial statements is included in March 31, 2021 income.

Origination fee revenue, generally 2%- 5% of the original loan principal amount, is collected at loan funding and ~~in connection with the extension of loans, and~~ is recognized ratably over the contractual life of the loan in accordance with ASC 310.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

Income Taxes

The Company believes it qualifies as a Real Estate Investment Trust (REIT) for federal income tax purposes and made the election to be taxed as a REIT when it filed its 2017 federal income tax return. As a REIT, the Company is required to distribute at least 90% of its taxable income to its shareholders on an annual basis. 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, 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 common shares. 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.

The Company follows the provisions of FASB ASC Topic 740-10 “Accounting for Uncertainty in Income Taxes”, which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and disclosure required. Under this standard, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. ~~Should the~~The Company ~~become liable for~~recognizes interest and penalties, if any, related to unrecognized tax benefits ~~such amounts would be included~~ in interest expense. The Company has determined that there are 0no uncertain tax positions requiring accrual or disclosure in the accompanying financial statements as of ~~September 30, 2020.~~March 31, 2021.

Earnings Per Share

Basic and diluted earnings per share are calculated in accordance with ~~FASB~~ ASC 260 “Earnings Per Share”. Under ASC 260, basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the potential dilution from the exercise of stock options and warrants for common shares using the treasury stock method. The numerator in calculating both basic and diluted earnings per common share for each period is the reported net income.

Recent Accounting Pronouncements

In ~~May~~December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting Standards Update (“ASU”) 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief," which requires that entities use a new forward looking "expected loss" model that generally will result in the earlier recognition of an allowance for ~~credit losses.~~Income Taxes.” This ASU ~~allows entities~~modifies ASC 740 to ~~irrevocably elect~~remove certain exceptions and adds guidance to reduce complexity in certain areas. For companies that file with the ~~fair value option~~U.S. Securities and Exchange Commission (“SEC”), the standard is effective for ~~certain financial assets previously measured at amortized cost upon adoption of ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” The Company adopted both ASU 2016-13~~fiscal years beginning after December 15, 2020, and ~~ASU 2019-05 effective January 1, 2020.~~interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet ~~effective,~~effected, accounting standards if currently adopted would have a material effect on the Company’s financial statements.

~~Reclassifications~~

~~Certain 2019 account balances have been reclassified to conform with the current year’s presentation.~~

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

3. Fair Value Measurement

The asset or liability’s fair value measurement level within the fair value hierarchy ~~of an asset or liability~~ 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 ~~September 30, 2020:~~March 31, 2021:


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Stocks and ETFs	$	1,332,540		0		0	$	1,332,540	$	3,963,599	$	0	$	0	$	3,963,599
Fixed and Preferred Securities	$	2,862,830		0		0	$	2,862,830
Mutual Funds	$	23,493,424		0		0	$	23,493,424		32,341,840		0		0		32,341,840
Total Investments	$	27,688,794		0		0	$	27,688,794	$	36,305,439		0		0	$	36,305,439
Real Estate Owned					$	7,523,584	$	7,523,584					$	8,624,044	$	8,624,044

Following is a description of the methodologies used for assets measured at fair value:

●

~~Stocks and ETFs: Valued at the closing price reported on the active market on which such securities are traded.~~

●

~~Fixed and Preferred Securities: Valued at the closing price reported on the active market on which such securities are traded.~~

●

Mutual funds: Valued at the daily closing price reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the Securities and Exchange Commission (the “SEC”). These funds are required to publish their daily net asset values and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.

●

Real estate owned: The Company estimates fair values of real estate owned using market information such as recent sales contracts, appraisals, recent sales offers, assessed values or discounted cash value models.

Stocks and ETFs: Valued at the closing price reported in the active market in which the individual securities are traded.

Mutual funds: Valued at the daily closing price reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily net asset values and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.

Real estate owned: The Company estimates fair values of real estate owned using market information such as recent sales contracts, appraisals, recent sales offers, assessed values or discounted cash value models.

4. Mortgages Receivable

Mortgages Receivable

The Company offers short-term 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 Connecticut. The loans are secured by first mortgage liens on one or more properties owned by the borrower or related parties. In addition, each loan is personally guaranteed by the borrower or its principals, which guarantees may be collaterally secured as well. 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. ~~All~~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 ~~nine-month periods~~quarters ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the aggregate amounts of loans funded by the Company were ~~$68,029,798~~$31,661,577 and ~~$42,163,704,~~$28,675,048, respectively, offset by principal repayments of ~~$37,859,270~~$30,506,173 and ~~$27,917,331,~~$11,758,497, respectively.

At ~~September 30, 2020,~~March 31, 2021, the Company’s portfolio included loans with outstanding principal balances up to approximately ~~$3.2~~$10.8 million, with stated interest rates ranging from 5.0% to 13.0% and a default interest rate for non-payment of 18%.

At ~~September 30, 2020,~~March 31, 2021, no single borrower had loans outstanding representing more than 10% of the total balance of the loans outstanding.

The Company will extend the term of a loan if, at the time of the extension, the loan and the borrower satisfy the Company’s underwriting requirements at the time of the extension. The Company treats a loan extension as a new loan.

108

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

Credit Risk

Credit risk profile based on loan activity as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


									Total										Total
									Outstanding										Outstanding
Mortgages Receivable	Residential		Commercial		Land		Mixed Use		Mortgages		Residential		Commercial		Land		Mixed Use		Mortgages
September 30, 2020	$	83,885,131	$	29,316,495	$	7,222,077	$	3,708,176	$	124,131,879
December 31, 2019	$	71,605,920	$	16,122,990	$	5,639,979	$	979,800	$	94,348,689
March 31, 2021											$	100,858,097	$	41,464,982	$	7,085,462	$	7,363,163	$	156,771,704
December 31, 2020											$	112,240,129	$	33,548,683	$	6,111,670	$	3,715,818	$	155,616,300

The following are the maturities of mortgages receivable as of ~~September 30:~~March 31:


2020	$	40,472,468
2021		68,804,366	$	84,701,867
2022		12,471,850		60,916,192
2023		2,383,195		10,885,121
Total	$	124,131,879
2024 and thereafter				268,524
			$	156,771,704

At ~~September 30, 2020,~~March 31, 2021, of the 479 mortgage loans in the Company’s ~~mortgage loan~~ portfolio, ~~included 480 mortgage loans, of which 14~~12 were the subject of foreclosure proceedings. The aggregate outstanding balances due on these 14 loans as of ~~September 30, 2020,~~March 31, 2021, including unpaid principal, accrued but unpaid interest and borrower fees, was approximately ~~$4.0~~$2.6 million. In the case of each of these loans, the Company believes the value of the collateral exceeds the total amount due.

In the second quarter of 2020, the Company restructured NaN loans, having an aggregate balance of $6.5 million at June 30, 2020, pursuant to forbearance requests by borrowers under a program the Company adopted in response to the COVID-19 pandemic. The total amount of interest deferred under these NaN loans was approximately $200,000. At September 30, 2020, 18 of the original NaN forbearance loans, having an aggregate principal balance of $5.1 million and $146,000 of deferred interest, were still outstanding. Once a forbearance request is initiated by the borrower, the Company requests documentation to determine the validity of the request and if deemed valid and reasonable, the Company defers the borrower's payment of interest for a period of ~~90 days. A legal fee is the only charge passed on to the borrower. To qualify for forbearance, a borrower must be current on all its obligations to the Company.~~

5. Real Estate Owned

Property purchased for rental or acquired through foreclosure are included on the balance sheet as real estate owned.

As of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, real estate owned totaled ~~$7,523,584~~$8,624,044 and ~~$8,258,082, respectively.~~$8,861,609, respectively, with no valuation allowance. As of ~~September 30, 2020,~~March 31, 2021, real estate owned included ~~$1,478,854~~$1,381,687 of real estate held for rental and ~~$6,044,730~~$7,242,357 of real estate held for sale. In the first ~~nine months~~quarter of ~~2020,~~2021, the Company recorded an impairment loss of ~~$495,000~~$25,000 compared to an impairment loss of ~~$-0-~~$250,000 in the first ~~nine months~~quarter of ~~2019.~~2020.

Properties Held for Sale

On January 15, 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.

6. Notes Payable and Line of Credit

At ~~September 30, 2020,~~March 31, 2021, the Company had 3 ~~series~~an aggregate of $109,884,797 of unsecured, unsubordinated notes ~~issued and~~payable outstanding, ~~having an outstanding aggregate principal amount~~net of ~~$72,526,750 in underwritten public offerings~~$4,641,953 of deferred financing costs (collectively, the ~~"Notes"~~“Notes”). Each series was issued pursuant to an Indenture, dated as of June 21, 2020, between the Company and U.S. Bank National Association, as trustee, and a related supplement thereto. Collectively, the indenture and each supplement thereto is referred to as the "Indenture"). In June 2019, the Company issued and sold $23,663,000 aggregate principal amount of its 7.125% notes due 2024 (the “June 2024 Notes"); in November 2019, the Company issued and sold $34,500,000 ~~of its~~ ~~6.875% notes due 2024 (the “December 2024 Notes"); and in September 2020, the Company issued and sold $14,363,750 of its 7.75% notes due 2025 (the "September 2025 Notes “)~~. The ~~June 2024~~ Notes commenced accruing interest on June 25, 2019, the December 2024 Notes commenced accruing interest on November 7, 2019 and the September 2025 Notes commenced accruing interest on September 4, 2020. Accrued interest on the Notes is payable quarterly in cash, in arrears, on March 30, June 30, September 30 and Decemberare divided into 3 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”); and

(iii)

Notes having an aggregate principal amount of $56,363,750 bearing interest at 7.75% per annum and maturing December 30, 2024 (the “2025 Notes”).

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Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

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 symbol “SCCB”, “SACC” and “SCCC”, respectively. All the notes were issued at par except for the last tranche of the 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, ~~commencing~~June 30, September 30 ~~2019 for the June Notes, December 30, 2019 for the December Notes~~ and December 30 2020 for the September Notes . The June Notes, December Notes and September Notes mature, and all amounts outstanding thereunder including principal, accrued but unpaid interest and any other fees and costs, June 30, 2024, December 30, 2024 and September 30, 2025, respectively.that they are outstanding. So long as the Notes are outstanding, the Company is prohibited from making distributions in excess of 90% of its taxable income, incurring any additional indebtedness ~~for borrowed money~~ or purchasing any shares of its capital stock unless it has an “Asset Coverage Ratio” of at least 150% after giving effect to the payment of such dividend, the incurrence of such indebtedness or the application of the net proceeds, as the case may be. The Company may redeem the Notes, in whole or in part, without premium or penalty, at any time after ~~June 25, 2021, in the case~~their second anniversary of ~~the June Notes, November 7, 2021, in the case of the December Notes, and September 4, 2022, in case of the September Notes,~~issuance upon at least 30 days prior written notice to the holders of the Notes. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including the date of redemption. The June 2024 Notes ~~are reflected on~~will be callable any time after June 30, 2021, the ~~Company’s~~December 2024 Notes will be callable at any time after November 7, 2021 and the 2025 Notes will be callable at any time after September ~~30, 2020 and December 31, 2019 balance sheets net of deferred financing costs in the amount of approximately $3.6 million and $2.7 million, respectively.~~4, 2022.

7.Wells Fargo Margin Line of Credit

~~During the nine months ended September 30, 2020,~~At March 31, 2021, the Company ~~obtained~~had a ~~$12.1 million priority credit line~~total outstanding balance of $28,160,988 under the margin loan account from Wells Fargo, which is secured by the ~~Company's~~Company’s portfolio of short-term securities. The credit line bears interest at a rate equal to ~~1.5%~~1.75% below the prime rate ~~(1.75%~~(1.5% at ~~September 30, 2020)~~March 31, 2021).

8.7. Other income

For the ~~three-month~~three months ended March 31, 2021 and ~~nine-months periods ended September 30,~~ 2020, ~~and 2019,~~ other income consists of the following:


	Three Months				Nine Months
	ended September 30,				ended September 30,
	2020		2019		2020		2019		2021		2020
Income on borrower charges	$	46,432	$	130,871	$	204,964	$	163,364	$	108,740	$	86,449
Lender, modification and extension fees		154,175		138,148		431,977		288,373		281,894		132,274
In-house legal fees		53,740		36,500		156,090		108,200		57,300		51,150
Other income		82,442		20,004		111,040		62,117		8,875		14,401
Total	$	336,789	$	325,523	$	904,071	$	622,054	$	456,809	$	284,274

9.8. Commitments and Contingencies

Origination Fees

Loan origination fees consist of points, generally 2%-5% of the original loan principal. These payments are amortized over the life of the loan for financial statement purposes.

Original maturities of deferred revenue are as follows as of:


September 30,
2020	$	332,869
March 31,
2021		618,867	$	1,646,088
2022		158,506		511,441
2023		4,479		14,461
2024				12,325
Total	$	1,114,721	$	2,184,315

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.

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Table of Contents

SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

Unfunded Commitments

At ~~September 30, 2020,~~March 31, 2021, the Company ~~was committed to an additional $13,342,248 in construction loans that~~had future funding obligations totaling $23,489,412, which can be drawn by the ~~borrower~~borrowers when ~~certain~~the conditions ~~are met.~~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, usually because the owner failed to pay 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 ~~September 30, 2020,~~March 31, 2021, there were 85 such properties, representing approximately ~~$1.3 million~~$453,000 in mortgages receivable.

~~10.~~9. 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 is consistent with 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 ~~September 30,~~March 31, 2021, and 2020, ~~and 2019,~~ loans to known shareholders totaled ~~$4,626,665~~$10,589,641 and ~~$5,703,655, respectively. Interest~~$5,922,692, respectively, and interest income earned on these ~~mortgage~~ loans ~~for the three-~~totaled $231,609 and ~~nine-months ended September 30, 2020 was $129,956 and $397,293,~~$180,107, respectively. ~~Interest income earned on these mortgage loans for the three- and nine-months ended September 30, 2019 was $143,061 and $365,784, respectively.~~

For ~~each of~~ the ~~nine-month~~three-month periods ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the wife of the Company’s chief executive officer was paid ~~$75,000~~$28,206 and $25,000, respectively, for accounting and financial reporting services provided to the Company.

~~11.~~10. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and mortgage loans.

The Company maintains its cash and cash equivalents with various financial institutions. Accounts at the financial ~~institutions~~institution are insured by the Federal Deposit Insurance Corporation up to $250,000.

The Company makes loans that are secured by first mortgage liens on real property located primarily (approximately ~~90%~~75.3%) in Connecticut. This concentration of credit risk may be affected by changes in economic or other conditions of the geographic area.

Credit risks associated with the Company’s mortgage loan portfolio and related interest receivable are described in Note 4 - Mortgages Receivable.

~~12.~~11. Equity ~~Financing Transactions~~Offerings

During the ~~nine-month~~three-month period ended ~~September 30, 2019,~~March 31, 2021, the Company ~~generated approximately $32 million of gross~~sold 303,407 Common Shares in an at-the-market offering. Net proceeds to the Company from the sale of ~~its securities~~these shares were $1,542,465.

12. Partnership Investment

On February 22, 2021, the Company committed to $3 million in an investment partnership, or approximately a 7.6% ownership interest in the partnership as ~~follows:~~of the commitment date. The partnership is a commercial real estate finance company with a focus on providing debt capital solutions to local and regional commercial real estate owners in the Northeastern United States. As of March 31, 2021, the Company’s outstanding investment totaled approximately $1.8 million. The Company’s withdrawal from the partnership may only be granted by the manager. As of March 31, 2021, the Company earned approximately $17,000 on the investment. The Company uses the cost method of accounting to account for this investment.

~~(i)~~

~~$20,465,203 from the sale of 4,340,456 common shares in an "at-the-market" offerings;~~

~~(ii)~~

~~$82,035 from the exercise of 16,407 warrants; and~~

~~(iii)~~

~~$11,500,000 from the sale of 2,300,000 common shares.~~

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SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2020~~MARCH 31, 2021

A portion of the net proceeds from these transactions were used to repay, the outstanding balance on a credit facility maintained with Webster Business Credit Corporation, with the balance used as working capital and for general corporate purposes.

On January 27, 2020, the Company filed a Registration Statement on Form S-3 with the SEC covering the offering and sale of up to $100 million of its securities, including common shares, preferred shares, debt securities, warrants, guaranties and units consisting of two or more classes of the foregoing securities. The registration statement became effective February 5, 2020.

13. Subsequent Events

On April 9, 2021, the Company filed a Prospectus Supplement to its Form S-3 Registration Statement (File No. 333-236097) covering the sale of up to $43,636,250 of its Common Shares in an at-the-market offering. In ~~October 2020,~~connection therewith, the Company also entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. and Janney Montgomery Scott LLC to act as its sales agents in connection with sales of Common Shares pursuant to that Prospectus Supplement.

During the period from April 1, 2021 to May 4, 2021, the Company sold 2,045,336 Common Shares in 2 at the market offerings realizing net proceeds of $10,535,405.

In April 2021, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the following 2021 compensation packages for its Chief Executive Officer, John L. Villano, and Chief Operating Officer, Peter J. Cuozzo:

With respect to Mr. Villano:

●

A base salary of $500,000 (compared to $360,000 in 2020);

●

A “targeted” annual bonus of $250,000, the exact amount to be determined by the Committee in its sole discretion, and payable on or before March 31, 2022;

●

A time-based equity award of $500,000 payable in restricted Common Shares; and

●

A one-time cash bonus of $250,000, of which $125,000 is immediately payable and $62,500 is payable on each of July 1 and October 1, 2021, subject to Mr. Villano’s continued employment by the Company.

With respect to Mr. Cuozzo:

●

A base salary of $250,000 (same as 2020);

●

A cash bonus of $25,000, payable immediately in one lump sum; and

●

A time-based equity award of $25,000 payable in restricted Common Shares.

The Company issued (i) 89,928 restricted Common Shares to Mr. Villano based on the closing price of $5.56 per share on April 8, 2021 (the grant date) and (ii) 4,753 restricted Common Shares to Mr. Cuozzo based on the closing price of $5.26 per share on April 12, 2021 (the grant date). The shares were issued pursuant to the Company’s 2016 Equity Compensation Plan and are subject to restrictions on transfer and forfeiture of any unvested shares in the event of a voluntary resignation as an ~~additional $14,000,000 aggregate principal amount~~employee of ~~its September 2025 Notes. In connection~~the Company without “Good Reason” or of a termination of employment with the ~~offering~~Company for “Cause,” as such terms are defined in their respective employment agreements with the Company. The restrictions on transfer and the forfeiture provisions will lapse with respect to one-third of ~~such notes,~~the shares on each of January 1, 2022, 2023 and 2024. Each of Messrs. Villano and Cuozzo has the right to vote and receive dividends with respect to all the shares granted to him.

On April 30, 2021, the Company ~~granted~~sold a property classified as real estate held for sale at March 31, 2021. Net proceeds from the ~~underwriters an option to purchase up to an additional $2.1 million aggregate principal amount of September 2025 Notes. The option expires November 20, 20120.~~

~~On November 4, 2020, the Company paid a dividend of $0.12 per share, or $2,654,076 in the aggregate, to shareholders of record as of October 26, 2020.~~sale were $280,449. NaN loss will be recognized on this sale.

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SACHEM CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2021

14. COVID-19

~~On March 20, 2020, Governor Ned Lamont~~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. In response to the onset of ~~Connecticut issued an executive order requiring all “non-essential” businesses to close effective 8:00 p.m., Monday, March 23, 2020, until further notice. During~~ the ~~second quarter of 2020,~~COVID-19 pandemic and the restrictions imposed by various states, including the State of Connecticut, ~~announced plans~~ to ~~re-open selected businesses pursuant to a three Phase reopening plan for those businesses deemed non-essential and closed due to~~prevent, or at least reduce the ~~March 20, 2020 executive order. On May 20, 2020, Phase 1~~risk of the re-opening plan was put in place, on June 17, 2020 Phase 2 was put into effect and on October 8, 2020 Phase 3 was put into effect. The compliance requirements for certain businesses to operate are difficult to administer, costly and in many situations not customer friendly. If these orders remain in effect for an extended period, it could disrupt the Company’s operations in a material way, resulting in reductions in revenues, net income, and cash flow. In addition, any disruption to the operations of a borrower could impair its ability to make monthly payments of interest, payments of insurance and/or taxes or to repay the outstanding balances on their loans at maturity. Furthermore, if a liquidity crisis were to develop, borrowers may not be able to refinance their loans when due. Finally, the spread of ~~COVID-19 is having a negative impact on~~ the ~~overall economy, including on real estate values. If borrowers cannot sell their properties or~~virus, at the ~~values~~end of ~~properties securing mortgage loans decline significantly,~~ the borrowers may not be able to repay their loans when due. In addition, the filing and preparation of loan documents with the various recording offices may be delayed and currently there is only limited access to the Connecticut court system to process foreclosures and evictions. In the secondfirst quarter of 2020 the Company ~~restructured NaN loans , having an aggregate balance of $6.5 million at June 30, 2020, pursuant~~adopted certain temporary programs, policies and guidelines designed primarily to ~~forbearance requests by~~preserve its liquidity, help its borrowers ~~under a program~~and protect its employees. In particular, the Company adopted a “forbearance” program to help borrowers that were unable to meet their financial obligations due to COVID-19. In addition, to preserve its capital, the Company imposed a moratorium on funding new loans other than from proceeds generated from pay-offs of existing loans. Finally, the Company imposed stricter lending criteria on new loans. By the beginning of the third quarter of 2020, it appeared that economic conditions had stabilized to the point that the Company was able to cancel the forbearance program, restart its lending operations and return to its normal underwriting criteria.

Over the course of 2020 and into early 2021, the U.S. Congress has authorized over $4.0 trillion of stimulus payments to small businesses and individuals adversely impacted by COVID-19. In addition, the Federal Reserve Board has maintained its accommodative monetary policy. Finally, since December 2020, the U.S. Food and Drug Administration (“FDA”) has issued emergency use authorizations for three COVID-19 vaccines. As of May 6, 2021, approximately 250 million doses of vaccines have been administered in ~~response~~the United States and over 100 million people in the United States are fully vaccinated. As a result, many states have issued new orders relaxing or even eliminating many of the restrictions on social gatherings and businesses that were intended to stem the spread of the virus. The combination of these factors – stimulus, monetary easing and vaccination roll-out, appears to be having a positive impact on general economic conditions. In addition, interest rates remain low and markets are liquid. As a result, real estate values have stabilized and the Company has not experienced any significant increase in defaults.

Notwithstanding the foregoing, there are still concerns regarding mutations of the virus that might not be susceptible to the existing vaccines and there is still a significant portion of the worldwide population, including in the U.S., that is not vaccinated. If continuing concerns relating to the COVID-19 ~~pandemic.~~pandemic limit our ability to have meetings with potential borrowers, or our borrower’s ability to source materials and services to complete construction in process, the Company’s business and operations could be adversely impacted. The ~~total amount~~extent to which COVID-19 impacts the Company’s business and operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of ~~interest deferred under these NaN loans was approximately $200,000. At September 30, 2020, 18 forbearance loans, having~~COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an ~~aggregate principal balance~~extensive period of ~~$5.1 million and $146,000 of deferred interest, were still outstanding.~~

If there is a re-occurrence of the virus in Connecticut or the State mandates further business closures, the Company may be compelled to take measures to preserve its cash flow, including reducing operating expenses and dividend payments until the consequences of the outbreak subside. There may be other adverse consequences totime, the Company’s business, operations and financial condition ~~from the spread of COVID-19 that have not been considered.~~may be materially adversely affected.

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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this report. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements, within the meaning of section 21E of the Exchange Act, that involve risks and uncertainties. The actual results may differ materially from those anticipated in these forward-looking statements.

Company Overview

We are a Connecticut-based real estate finance company that specializes in originating, underwriting, funding, servicing and managing a portfolio of short-term (i.e., three years or less) loans secured by first mortgage liens on real property. From our inception, in December 2010, through our initial public offering, in February 2017, ~~(the “IPO”),~~ we operated as a limited liability company. ~~The~~On February 9, 2017, we completed our initial public offering (the “IPO”), the primary purpose of ~~the IPO~~which was to raise equity capital to fund mortgage loans and expand our mortgage loan portfolio and to diversify our ownership so that we could qualify, for federal income tax purposes, as a real estate investment trust, or REIT.

We believe that, since consummation of the IPO, we ~~meet~~met all the requirements to qualify as a REIT for federal income tax purposes and elected to be taxed as a REIT beginning with our 2017 tax year. As a REIT, we are entitled to claim deductions for distributions of taxable income to our shareholders thereby eliminating any corporate tax on such taxable income. Any taxable income not distributed to shareholders is subject to tax at the regular corporate tax rates and may also be subject to a 4% excise tax to the extent it exceeds 10% of our total taxable income. To maintain our qualification as a REIT, we are required to distribute each year at least 90% of our taxable income. As a REIT, we may also be subject to federal excise taxes and state taxes.

Review of ~~the first Nine Months of 2020~~First Quarter and Outlook for Balance of Year

~~We began~~Compared to the first quarter of 2020, ~~with approximately $35~~revenue increased 32.5%, net income decreased 2.5%, and earnings per share remained unchanged. The revenue increase was directly related to the growth in our lending activities. The decrease in net income was generally due to a 70.2% increase in total operating costs and expenses. Interest and amortization of deferred financing costs accounted for 90% of the increase in total operating costs and expenses, which, in turn reflects a 96.9% increase in notes payable ($114.5 million at March 31, 2021 and $58.2 million at March 31, 2020. However, cash and cash equivalents and investment securities at March 31, 2021 were $54.7 million compared to $17.9 million at March 31, 2020. In addition, we had $30.5 million in loan repayments (compared to $55 million for all of 2020) versus $31.7 million of ~~liquid assets~~new funding. Both the loan repayments and ~~within~~new funding amounts were the ~~first seven weeks~~highest for any quarter since our IPO. As a result, our mortgage loan portfolio only increased $1 million from December 31, 2020. In other words, the velocity of loan repayments and reinvesting those proceeds did not allow us to put our working capital to work efficiently. Our biggest challenge for the remainder of the year is to put our working capital to work and reduce our interest expense.

Our primary business objective remains constant: to grow our loan portfolio while protecting and preserving capital in a manner that provides for attractive risk-adjusted returns to our shareholders over the long term principally through dividends. We intend to achieve this objective by accelerating profitable growth and driving operational excellence. To accelerate profitable growth, we ~~used about $15 million~~will continue to focus on selectively originating, managing, and servicing a portfolio of first mortgage real estate loans designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We are also targeting larger-value commercial loans with strong, experienced sponsors. To drive operational excellence, we have embarked on a broad change management initiative to review, assess, and upgrade – or transform if necessary – our existing operational processes, from workflows and employee roles/responsibilities to decision trees and data collection forms. We believe that ~~war chest~~our ability to ~~fund new mortgages. Then~~react quickly to the needs of borrowers, our flexibility in terms of structuring loans to meet the needs of borrowers, our intimate knowledge of the Connecticut real estate market, which is our largest market, our expertise in ‘‘hard money’’ lending and our focus on newly originated first mortgage loans, should enable us to achieve our primary objective. Nevertheless, we remain flexible to take advantage of other real estate opportunities that may arise from time to time, whether they relate to the mortgage market or to direct or indirect investments in real estate.

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Our strategy to achieve this objective also includes the following:

●

capitalize on opportunities created by the long-term structural changes in the real estate lending market and the continuing lack of liquidity in the commercial and investment real estate markets;

●

take advantage of the prevailing economic environment and current economic, political and social trends that may impact real estate lending, as well as the outlook for real estate in general and particular asset classes;

●

remain flexible to capitalize on changing sets of investment opportunities that may be present in the various points of an economic cycle; and

●

operate to qualify as a REIT and for an exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act.

In terms of our outlook for 2021, the biggest challenge remains the unknown impact of COVID-19 ~~hit~~and future actions that may be taken to contain the spread of COVID-19. Keeping our workforce healthy and safe is our number one priority and we ~~quickly realized that things were about to change drastically. Once~~are following the updated guidelines and recommendations issued by the State of Connecticut ~~went into lockdown mode,~~on March 19, 2021. We continue to encourage employees to stay home when sick and encourage working from home when possible. In the event of a positive COVID-19 case, Sachem employees inform management and follow state testing and contact tracing protocols. At Sachem, we ~~were forced~~have not been immune to ~~scale-back our operations. As a finance company, we were permitted to remain open but, given “social distancing” and other measures designed to protect~~the virus striking our employees and ~~curtail~~their family members. Fortunately, none of these occurrences has been life-threatening in any way. However, to mitigate the ~~spread~~risk of office closure and to ensure business continuity, our employees are equipped so they can seamlessly work remotely, away from the ~~virus,~~Sachem corporate office. This remote work set-up has proven to be effective since, at times during the pandemic, employees had to self-isolate based on their own health condition or that of an immediate family member. While loan processing and funding may have been marginally delayed, there was no impact to the service levels we ~~rotated employees in and out of~~provided our borrowers.

In the event we are forced to close our physical office, ~~and, for those with remote log-in capability, had them work from home. Remote work is inherently not as efficient because our~~there would be some impact. For example, the underwriting process ~~is collaborative,~~would continue to function but ~~we adjusted well~~would take longer to ~~this "new way of working." Furthermore, face-to-face customer contact was curtailed significantly, placing greater emphasis on phone calls, emails~~complete without immediate access to background and ~~video conferencing.~~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, we may not be able to meet with borrowers or potential borrowers, including physical property inspections, which could adversely impact our ability to service our loans, monitor compliance and originate new loans. Finally, the filing ~~and preparation~~ of loan documents with the various recording offices ~~were and~~ may ~~continue to~~ be ~~delayed and currently there remains limited access to the Connecticut court system to process foreclosures and evictions.~~ delayed.

In summary, the consequences ~~of COVID-19 have and~~ may ~~continue to~~ include one or more of the following:

●

an increase in the amount of time necessary to review loan applications, structure loans and fund loans;

●

adversely impact the ability of borrowers to remain current on their obligations;

●

reduce the rate of prepayments;

●

delay the completion of renovation projects ~~that are in process;~~in-process;

●

inhibit the ability of borrowers to sell their properties ~~so they can~~to repay their obligation to us; and

●

delay foreclosure or other judicial proceedings necessary to enforce our rights.

~~Currently, of~~Other factors that we believe will impact our ~~480 mortgage loans receivable, eighteen were restructured pursuant to~~business in 2021 include the forbearance program we adopted in response to the COVID-19 pandemic. These eighteen mortgage loans have an aggregate outstanding principal balance of $5.1 million and the total amount of interest deferred on these eighteen mortgage loans is $146,000.

As is the case with most industries and businesses impacted by COVID-19, we are limited in terms of the tools that are available to us to blunt the impact of COVID-19. We will continue to do all that is possible to keep our operations going, maintainfollowing:

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contact with all our borrowers and applicants, and take whatever actions are necessary and appropriate to enforce our rights. However, we cannot assure you that our business, operations, and financial condition will not be adversely impacted by COVID-19.

In light of the impact of the COVID-19 pandemic on general economic conditions and the capital markets, we immediately took various steps to reduce our risks, including the following changes to our underwriting guidelines as of April 1, 2020 applicable to new loans:

●

~~limited new loan activity to the amount of cash generated by loan payoffs;~~

●

~~reduced the loan-to-value ratio on new loans to 50%;~~

●

~~loans greater than $1 million required the approval of one of our independent directors; and~~

●

~~required an interest reserve with respect to loans exceeding a specified amount.~~

In addition, in response to the COVID-19 pandemic, in the second quarter of 2020 we instituted a forbearance program to help borrowers who were adversely impacted by the pandemic. Under this program, approximately $200,000 of interest on twenty-three loans, having an aggregate principal amount of $6.5 million at June 30, 2020, was deferred.

~~As conditions improved, effective July 1, 2020, we relaxed some of these measures by increasing our loan-to-value ratio back to 70% while still maintaining a cautionary perspective.~~

~~Demand for our products in the third quarter of 2020 was robust. We believe this demand was driven by several factors, all of which are related to COVID-19.~~

●

First, was the improvement in the overall economy, particularly the northeast corridor. This improvement reflected the reduction in the transmission rate of the virus and the slow-down in the number of virus-related deaths. As a result, various restrictions that had been imposed by states were eased.

●

Second, the competitive landscape for us remains favorable. Notwithstanding the improvements in the economy, banks and other traditional lenders have not eased-up on their lending requirements and many non-traditional lenders remain undercapitalized. In a way, this validated our decision prior to the second quarter of the year to focus on preservation of capital rather than short-term growth.

●

Third, the residential real estate market in Connecticut, our primary market, has stabilized and is quite strong. Like many other communities surrounding New York, Connecticut, particularly the southern counties, have benefitted from the migration of New York City residents to the suburbs. We believe this contributed to the increase in the number of loan pay-offs that we experienced in the third quarter.

●

Fourth, in the third quarter we initiated a growth strategy focused on Florida. At June 30, 2020, we had less than $1 million of Florida loans in our portfolio. At September 30, 2020, our portfolio included $9.7 million aggregate principal amount of loans in Florida.

~~Outlook for Balance of 2020~~

Our outlook for the rest of the year remains optimistic, but we do recognize that challenges remain. We are aware that many public health experts are predicting a "second wave" of the COVID-19 pandemic and, in fact, almost every state is now experiencing an increasing number of infections and an increasing number of deaths related to COVID-19. Accordingly, many public health professionals and politicians are urging states to reimpose some of the earlier restrictions. If there is a second outbreak of the virus in Connecticut and the state mandates further business closures, we may be compelled to take measures to preserve our cash flow, including reducing operating expenses and dividend payments until the consequences of the outbreak subside. In addition, there may be other adverse consequences to our business, operations, and financial condition from the spread of COVID-19 that we have not considered. As is the case with most industries and businesses impacted by COVID-19, we are limited in terms of the tools that are available to us to blunt the impact of COVID-19. We will continue to do all that is possible to keep our operations going, maintain

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contact with all our borrowers and applicants, and take whatever actions we believe are necessary and appropriate to enforce our rights. However, we cannot assure you that our business, operations, and financial condition will not be adversely impacted by COVID-19.

~~Other factors that we believe will impact our business in 2020 include the following:~~

Increased competition. In the past, our primary competitors were other non-bank real estate finance companies ~~(like us) as well as~~(similar to Sachem Capital Corp.) and banks and other financial institutions. Our principal competitive advantages included our size and our ability to address the needs of borrowers in terms of timing and structuring loan transactions. More recently, we are encountering competition from private equity funds, hedge funds and other specialty finance entities funded by investment banks, asset managers, private equity funds and hedge funds. Clearly, the primary driver for these new market participants is the need to generate yield. They are well-funded and aggressive in terms of pricing. ~~Currently, we have seen a decrease in competition as a result of COVID-19.~~

Borrower expectations. The new competitive landscape is shifting the negotiating leverage in favor of borrowers. As borrowers have more choices, they are demanding better terms. ~~As of September 30, 2020,~~For the ~~average~~quarter ended March 31, 2021, the yield on our portfolio was ~~down slightly~~11.73% compared to ~~12.28% from 12.66%~~12.16% for the ~~same period in 2019.~~quarter ended March 31, 2020. We expect further rate compression in ~~2020.~~2021.

Property ~~values.~~value fluctuations. ~~In some parts~~ We remain aware of ~~the U.S., the rate~~property value market cycles and utilize a dashboard of ~~increasing~~indicators to track property value trends. If we see a decline in property values, has slowed and, in some cases, has even reversed. In other parts of the United States - southern Connecticut for example - we've seen increased property values as borrowers flee highly concentrated geographies such as New York City. Although our ~~default and foreclosure rate has been relatively consistent over the last three years, as property values decline the risk of foreclosure increases. Our~~ response to this development ~~has been~~would be to adhere to our strict loan-to-value ratio, limit the term of our loans to not more than one year, ~~whenever possible,~~ and aggressively enforce our rights when loans go into default. We intend to be well-capitalized and well-positioned to be opportunistic through negative cycles as we did in the first quarter of 2020. By judiciously relying on our dashboard of leading indicators and continuing to make decisions in a sound and proper manner, we see no reason to expect any negative outcome regarding our business operations and growth. Some of our indicators within our dashboard are interest rate changes impacting mortgage rates, days-on-market, pending sales, NAHB’s Housing Market Index, and the Senior Loan Officer Opinion Survey, among others.

Increased operating expenses. We expect operating expenses to be higher in 2021 than they were in 2020. Specifically, we expect an increase in interest expense due to a higher level of indebtedness. In 2020, we sold approximately $56.1 million of unsecured unsubordinated five-year notes having an interest rate of 7.75%. The full impact of the interest will be felt for the first time in 2021. In addition, we expect our compensation expense to increase as we hired new personnel and increased salaries on account of our growth.

Despite the challenges we faced in 2020, the changing dynamics of the real estate finance marketplace and the impact of COVID-19, we continue to believe in the viability of our business model. Our goal is, and has always been, to continue to grow our mortgage loan portfolio and increase our loan profitability, while at the same time maintain or improve on our existing underwriting and loan criteria. Specifically, we believe that the following factors will, in fact, help us deal with the uncertainties expected in 2021.

As of March 31, 2021, we had cash and cash equivalents and investment securities balance of approximately $54.7 million, which we will use to increase our mortgage loan portfolio. From January through March 31, 2021, we funded $31.7 million of mortgage loans including loan modifications and construction draws.

Our largest expense item is interest and amortization of deferred financing costs, which has increased significantly as we have increased our indebtedness. At March 31, 2021, our capital structure was 63.0% debt and 37.0% equity. The weighted average interest rate on our $114.5 million of outstanding unsecured unsubordinated five-year notes is 7.36% per annum. On the other hand, the notes provide us with operational flexibility. Other than interest, they do not have any significant costs and expenses, such as legal fees, collateral maintenance fees, unused facility fees, processing fees and the additional personnel costs relating to reporting and compliance. Second, they only have one financial covenant – an asset coverage ratio of 150%. There are no limitations in terms of the size of the mortgage loans we choose to fund, the markets in which we choose to operate and the nature of the collateral. Finally, the notes are unsecured. However, we may obtain a senior credit facility should such a facility be available at terms that are advantageous to our strategy.

We have made the necessary adjustments to our operations to replace our former co-chief executive officer by hiring new employees and re-assigning existing employees to new tasks. We now have a robust executive team that includes our chief executive and chief financial officer, a chief operating officer and a chief investment officer. In addition, we have added junior executives as well in accounting and administration. Although these new hires will result in increased compensation, they were and will continue to be necessary to accommodate our growth and to maintain our ability to continue to service our borrowers and manage our business without sacrificing quality.

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We have adjusted and refined our business ~~and growth~~ strategy to address changes in the marketplace and our growth ~~to date.~~to-date. Specifically, we ~~are looking~~continue to ~~expand~~strengthen our geographic footprint beyond Connecticut towith particular emphasis on Florida and Texas. We are ~~also looking at~~ funding larger loans than we have in the past that are secured by what we believe are higher-quality properties that are being developed by borrowers that we deem to be more stable and successful. In 2020, we ~~are looking to fund developers~~funded loans secured by properties in Arizona, Texas, South Carolina, Florida, Colorado and ~~builders with longer and stronger operating histories than those we have funded in the past.~~California. We continue to look for opportunities in new markets that meet our ~~core~~basic underwriting and loan criteria. In addition, we believe the migration to ~~higher quality transactions~~these types of loans will offset any rate compression and help us maintain a low foreclosure rate.

Operational and Financial Overview

Our loans typically have a maximum initial term of one to three years and bear interest at a fixed rate of ~~5.0%~~5% to ~~13.0%~~13% per year and a default rate of 18% per year. We usually receive origination fees, or “points,” ranging from 2% to 5% of the original principal amount of the loan as well as other fees relating to underwriting, funding and managing the loan, such as inspection fees. Since we treat an extension or renewal of an existing loan as a new loan, we also receive additional “points” and other loan-related fees in connection with those transactions. Interest is always payable monthly in arrears. ~~Generally, our underwriting criteria mandated~~As a ~~loan-to-value~~matter of policy, we do not make any loans if the loan-to value ratio ~~of no less than 70% –~~ ~~i.e.,~~ the amount of the loan could not exceed 70% of the market value of the property securing the loan. For the second quarter of 2020, we revised that policy so that the amount of the loan could not exceed 50% of the market value of the property securing the loan – ~~i.e.,~~ ~~a 50% loan-to-value ratio. As of July 2020, the 50% loan-to-value ratio on new loan fundings has reverted back to our general policy of~~exceeds 70%. In the case of construction loans, the loan-to-value ratio is based on the post-construction value of the property. We rely on readily available market data, including appraisals when available or timely, tax assessment rolls, recent sales transactions and brokers to evaluate the value of the collateral. Finally, we have adopted a policy that limits the maximum amount of any loan we fund to a single borrower or a group of affiliated borrowers to 10% of the aggregate amount of our loan portfolio, taking into consideration the loan under consideration.

Our revenue consists primarily of interest earned on our loan ~~portfolio and~~portfolio. As our capital structure has tilted towards more debt over the past 21 months, debt service has become a significant factor in determining our net income. Our capital structure at March 31, 2021 was approximately 63.0% debt vs. 37.0% equity. Most of our debt, approximately $114.5 million, is unsecured unsubordinated 5-year notes. The weighted average interest rate on these notes is 7.36%. In addition, we had a balance of approximately $28.2 million at March 31, 2021 under our margin loan account with Wells Fargo. The outstanding balance on this loan bears interest at a rate equal to 1.75% below the prime rate. The interest rate on this loan as of March 31, 2021 was 1.5%.

In addition, our net income isfor three months ended March 31, 2021 has been adversely impacted by a reduction in the ~~spread~~yield on our mortgage loan portfolio as well as $30.5 million of loan payoffs during the period compared to $55 million for all of 2020. In the first quarter of 2021, we realized faster payoff of investment “fix and flip” loans with these projects coming to fruition quicker due to a stronger real estate market and, we believe, our sound underwriting and analysis of each project. According to Realtor.com, nationwide for April 2021, year-over-year, “days on market,” a common real estate market indicator, fell 31%, active listings fell 53% and median list prices increased 17%. For the Connecticut market over the same period, days on market decreased between 43.1% - 51.5% and median list prices increased 1.7% - 18.3%, depending on the ~~interest~~county. Our strategy continues to be to adhere to our current underwriting guidelines, which we ~~earn~~believe will allow us to continue to grow our loan portfolio while protecting and preserving capital in a manner that provides attracted risk-adjusted returns to our ~~cost of funds. At September 30,~~shareholders.

For the three months ended March 31, 2021 and 2020, ~~and 2019,~~ the yield on our mortgage loan portfolio was ~~12.28%~~11.73% and ~~12.66%~~12.16%, respectively. For this purpose, yield only takes into account the stated interest ~~payments, origination fees and other fees and charges collected from borrowers related~~rate on the mortgage note adjusted to ~~originating, managing or servicing our mortgage loan portfolio.~~the default rate, if applicable. We ~~expect~~believe the interest rate compression towill continue to be a factor in ~~2020 due to increased competition and borrower demands.~~2021 as we implement our new strategy focusing on larger loans, secured by higher quality properties being developed by more seasoned developers with a history of successful development projects. On the other hand, since the interest rate on our outstanding indebtedness is fixed, we have reduced the risk on interest rate compression if and when interest rates begin to increase. That will enable us to continue to focus on growth and building market share rather than short-term profits and cash flow.

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~~In addition, we~~We seek to mitigate some of the risk associated with rising rates by limiting the term of new loans to one year. At ~~September 30, 2020,~~March 31, 2021, approximately ~~78.1%~~82.7% of the mortgage loans in our portfolio had a term of one year or less. If, at the end of the term, the loan is not in default and meets our other underwriting criteria, we will consider an extension or renewal of the loan at our then prevailing interest rate. If interest rates have decreased and we renew a loan at a lower rate, the “spread” between our borrowing costs and the yield on our portfolio will be squeezed and would adversely impact our net income. We cannot assure you that we will be able to increase our rates at any time in the future and we cannot assure you that we can continue to increase our market share.

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As a real estate finance company, we deal with a variety of default situations, including breaches of covenants, such as the obligation of the borrower to maintain adequate liability insurance on the mortgaged property, to pay the taxes on the property and to make timely payments to us. As such, we may not be aware that a default occurred. At ~~September 30, 2020, nine~~March 31, 2021, five of our mortgage loans were the subject of ~~tax~~ enforcement or collection proceedings. The aggregate amount due on these loans, including principal, ~~and~~ unpaid accrued interest and borrower charges, was approximately ~~$1.3 million,~~$496,000, representing approximately ~~1.0%~~0.3% of our aggregate mortgage loan portfolio. In the case of each of these loans, we ~~believe~~have determined the value of the collateral exceeds the aggregate amount due. To date, the aggregate amount of realized losses on our loan portfolio have been de minimis.

Financing Strategy Overview

To continue to grow our business, we must increase the size of our loan portfolio, which requires that we use our existing working capital to fund new loans and raise additional capital either by selling shares of our capital stock or by incurring additional indebtedness. We do not have a policy limiting the amount of indebtedness that we may incur. Thus, our operating income in the future will depend on how much debt we incur and the spread between our cost of funds and the yield on our loan portfolio. Rising interest rates could have an adverse impact on our business if we cannot increase the rates on our loans to offset the increase in our cost of funds and to satisfy investor demand for yield. In addition, rapidly rising interest rates could have an unsettling effect on real estate values, which could compromise some of our collateral.

We do not have any formal policy limiting the amount of indebtedness we may incur. Depending on various factors we may, in the future, decide to take on additional debt to expand our mortgage loan origination activities to increase the potential returns to our shareholders. Although we have no pre-set guidelines in terms of leverage ratio, the amount of leverage we will deploy will depend on our assessment of a variety of factors, which may include the liquidity of the real estate market in which most of our collateral is located, employment rates, general economic conditions, the cost of funds relative to the yield curve, the potential for losses and extension risk in our portfolio, the gap between the duration of our assets and liabilities, our opinion regarding the creditworthiness of our borrowers, the value of the collateral underlying our portfolio, and our outlook for interest rates and property values. At March 31, 2021, debt proceeds represented approximately 63.0% of our total capital. To grow the business and satisfy the requirement to pay out 90% of net profits, during the last two years we ~~have~~ increased our ~~indebtedness~~level of debt from 41.7% to ~~approximately 50.4%~~63.0% of our total ~~capital at September 30, 2020 and we expect that percentage to increase.~~capital. We intend to ~~use~~maintain a modest amount of leverage for the sole purpose of financing our portfolio and not for speculating on changes in interest rates.

~~At September 30, 2020, our capital structure was 49.6% equity and 50.4% debt.~~ Our total outstanding indebtedness at ~~September 30, 2020~~March 31, 2021 was approximately ~~$85.6~~$142.7 million, which included ~~a mortgage loan of approximately $800,000,~~ a credit line loan of approximately ~~$12.1~~$28.2 million and three series of unsecured, unsubordinated five-year notes having an aggregate original principal amount of approximately ~~$72.5~~$114.5 million (collectively, the “Notes”). The Notes include notes having an aggregate principal amount of approximately $23.7 million ~~bear~~bearing interest at the rate of 7.125% per annum and have a maturity date of June 30, 2024 (the “June 2024 Notes”)~~. Notes~~; notes having an aggregate principal amount of $34.5 million ~~bear~~bearing interest at the rate of 6.875% per annum and have a maturity date of December 30, 2024 (the “December 2024 Notes”)~~. Notes~~; and notes having an aggregate original principal amount of approximately ~~$14.4~~$56.4 million, ~~bear~~bearing interest at the rate of 7.75% per annum and have a maturity date of September 30, 2025 (the ~~“September~~“2025 Notes”). ~~In addition, in October 2020, we sold an additional $14,000,000 aggregate principal amount~~All three series of our September 2025 Notes, which notes are a further issuance of, rank equally in right of payment with and form a single series for all purposes under the Indenture governing such notes, including, without limitation, waivers, amendments, consents, redemptions and other offers to purchase and voting, with the previously issued September 2025 Notes.

~~The~~ Notes are unsecured, unsubordinated obligations and rank equally in right of payment with all our existing and future senior unsecured and unsubordinated indebtedness but are effectively subordinated in right of payment to all our existing and future secured indebtedness (including indebtedness that is initially unsecured but to which we subsequently grant a security interest). Interest on ~~the~~all three series of Notes is payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year the Notes are outstanding. During the quarter we paid off a $795,000 mortgage loan that was secured by our office building.

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~~The~~Notes was issued pursuant to the Indenture, dated June 21, 2019, and a supplement thereto, which provides for the form and terms, including default provisions and cures, applicable to each series. All three series of Notes are subject to (i) “Defeasance,” which means that, by depositing with a trustee an amount of cash and/or government securities sufficient to pay all principal and interest, if any, on such ~~Notes~~notes when due and satisfying any additional conditions required under the Indenture, ~~(defined below),~~ we will be deemed to have been discharged from our obligations under ~~the Notes~~such notes and (ii) an “Asset Coverage Ratio” requirement pursuant to which we may not pay any dividends or make distributions in excess of 90% of our taxable income, incur any indebtedness or purchase any shares of our capital stock unless we have an “Asset Coverage Ratio” of at least 150% after giving effect to the payment of such dividend, the making of such distribution or the incurrence of such indebtedness. “Asset Coverage Ratio” means the ratio (expressed as a percentage) of the value of ~~the Company’s~~our total assets ~~bears~~relative to the aggregate amount of its indebtedness.

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We may, at our option, at any time and from time to time, on or after June 30, 2021, in the case of the June 2024 Notes, November 7, 2021, in the case of the December ~~Notes, June 30, 2021, in the case of the June~~2024 Notes, and September 4, 2022, in the case of the ~~September~~2025 Notes, redeem such ~~Notes,~~notes, in whole or in part, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest to, but excluding, the date fixed for redemption. On and after any redemption date, interest will cease to accrue on the redeemed ~~Notes.~~notes.

~~The December~~All three series of Notes ~~June Notes and September Notes are listed~~trade on the NYSE ~~American LLC with a trading~~American. The June 2024 Notes trade under the symbol ~~“SACC”,~~ “SCCB”, the December 2024 Notes trade under the symbol “SACC” and the 2025 Notes trade under the symbol “SCCC”~~, respectively.~~.

We have ~~entered into an Indenture, dated June 21, 2019,~~a margin loan account with U.S. Bank National Association, as trustee (the “Trustee”), as well as supplements thereto, which provides for the form and terms of the Notes and the issuance of the Notes. The Indenture also contains events of default and cure provisions.

~~In addition, in the third quarter of 2020, we borrowed $12.1 million from~~ Wells Fargo, ~~against~~which is secured by our ~~investment account, which had~~portfolio of short-term securities and has a balance of approximately ~~$27.7~~$28.2 million at ~~September 30, 2020.~~March 31, 2021. The outstanding balance on this loan bears interest at a rate equal to ~~1.5%~~1.75% below the prime rate. The ~~current~~interest rate ~~for the loan~~at March 31, 2021 is ~~1.75%~~1.5%.

REIT Qualification

We believe that we have qualified as a REIT since the consummation of the IPO and that it is in the best interests of our shareholders that we operate as a REIT. We made the election to be taxed as a REIT beginning with our 2017 tax year. As a REIT, we are required to distribute at least 90% of our taxable income to our shareholders on an annual basis. We cannot assure you that we will be able to maintain REIT status.

Our qualification as a REIT depends on our 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, relating to, among other things, the sources of our gross income, the composition and values of our assets, our compliance with the distributions requirements applicable to REITs and the diversity of ownership of our outstanding common shares. We cannot assure you that we will be able to maintain our qualification as a REIT.

So long as we qualify as a REIT, we, generally, will not be subject to U.S. federal income tax on our taxable income that we distribute currently to our shareholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate income tax rates and may be precluded from electing to be treated as a REIT for four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income.

Emerging Growth Company Status

We are an “emerging growth company”, as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements not applicable to other public companies but ~~not~~applicable to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an emerging growth company, we can also delay adopting new or revised accounting standards until those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.

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We will cease to be an emerging growth company upon the earliest of: (i) the end of ~~our~~the 2022 fiscal year; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common shares held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common shares less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

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As an “emerging growth company,” we ~~may~~intend to avail ourselves of the reduced disclosure requirements and extended transition periods for adopting new or revised accounting standards that would otherwise apply to us as a public reporting company. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company. As a result, our financial statements may not be comparable to those of other public reporting companies that either are not emerging growth companies or that are emerging growth companies but have opted not to avail themselves of ~~these provisions of~~ the ~~JOBS Act~~reduced disclosure requirements for emerging growth companies and investors may deem our securities a less attractive investment relative to those other companies, which could adversely affect our stock price.

Results of Operations

Three months ended ~~September~~ ~~30, 2020~~March 31, 2021 compared to three months ended ~~September 30, 2019~~March 31, 2020

Total revenue

Total revenue for the three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$4.3~~$5.7 million compared to approximately ~~$3.4~~$4.3 million for the three months ended ~~September 30, 2019,~~March 31, 2020, an increase of approximately ~~$900,000,~~$1.4 million, or ~~26.4%~~32.5%. The increase in revenue ~~represents~~is primarily attributable to an increase in our lending operations. However, as noted above, the restrictions we adopted in response to the COVID-19 pandemic in March 2020, precluded us from increasing our mortgage loan portfolio in the second quarter of 2020. See "Review of First Nine Months of 2020 and Outlook for Balance of Year". For the ~~2020~~2021 period, interest income was approximately $3.5 million and net origination fees were approximately $393,000. In comparison, for the three months ended September 30, 2019, interest income was approximately $2.4 million and net origination fees were approximately $497,000. In addition, we recorded an increase in interest on investments of approximately $4,000 during the 2020 period. These increases in revenue were partially offset by decreases in late fees, approximately $7,000, in processing fees, approximately $7,000, and a $22,000 loss from the sale of investments.

~~Operating costs and expenses~~

~~Total operating costs and expenses for three months ended September 30, 2020 were approximately $2.1~~$4.5 million compared to ~~$1.3~~approximately $2.9 million for the ~~three months ended September 30, 2019,~~2020 period, representing an increase of approximately ~~$800,000,~~$1.6 million or ~~61.5%~~56.2%. ~~Compared~~Origination fees were basically unchanged with approximately $517,000 for the 2021 period compared to ~~the 2019 period, in~~approximately $511,000 for the 2020 ~~period interest expense~~period. Investment income and ~~amortization~~gains and losses on sale of ~~deferred financing costs increased~~investment securities were approximately ~~$724,000 due to~~$113,000 for the ~~increase in our overall indebtedness -- $85.5 million at September 30, 2020~~2021 period compared to $24.5 million at September 30, 2019. As discussed above, in light of COVID-19, we instituted various restrictions to our lending operations, the result of which was that we did not generate interest income to offset the additional interest expense. See "Review of First Nine Months of 2020 and Outlook for Balance of Year".

~~Professional fees, including fees for computer and technology services, director fees, legal fees and audit fees, increased~~ approximately ~~$53,000. General and administrative expenses increased approximately $14,000 due to increased operations, while compensation expense increased approximately $20,000.~~

~~Comprehensive income (loss)~~

For the quarter ended September 30, 2020, we reported an unrealized loss on investment securities of approximately $73,000 reflecting the decrease in the market value of such securities since June 30, 2020. There was no comparable item in the third quarter of 2019.

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~~Net Income~~

Net income for the three months ended September 30, 2020 was approximately $2.055 million, or $0.10 per share, compared to $2.139 million, or $0.10 per share for the three months ended September 30, 2019, despite the increase in weighted average number of shares outstanding -- 22,117,301$544,000 for the 2020 period, ~~compared to 21,336,870~~a decrease of approximately $431,000 or 79%. Other income was approximately $457,000 for the ~~2019 period.~~

~~Nine months ended~~ ~~September~~ ~~30, 2020 compared to nine months ended September~~~~30, 2019~~

~~Total revenue~~

~~Total revenue for the nine months ended September 30, 2020 was approximately $12.9 million~~2021 period compared to approximately ~~$9.8 million~~$284,000 for the ~~nine months ended September 30, 2019,~~2020 period, an increase of approximately ~~$3.1 million,~~$173,000 or ~~32%~~60.7%. The increase in revenue represents an increase in lending operations. As discussed above, in light of COVID-19, in March 2020 we instituted various restrictions to our lending operations, which continued through the quarter ended June 30, 2020. Revenue growth for the nine months ended September 30, 2020 is directly related to our expansion plans, which contributed to the overall growth in our mortgage loan portfolio.

For the 2020 period, interest income was approximately $9.6 million and net origination fees were approximately $1.55 million. In comparison, for the nine months ended September 30, 2019, interest income was approximately $7.5 million and net origination fees were approximately $1.2 million. The balance of the increase in revenues was attributable to an increase in interest on investments and the gain from sale of investments of approximately $550,000 in the aggregate and an increase in other income of approximately $282,000. These increases were offset by decreases in late fee income, approximately $158,000, net rental income, approximately $32,500 and net gain on sale of real estate, approximately $20,000.

Operating costs and expenses

Total operating costs and expenses for ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 were approximately ~~$6.3~~$3.5 million compared to ~~$4.5~~approximately $2.1 million for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, an increase of approximately ~~$1.8 million, or 40%~~70.2%. The increase in operating costs and expenses is primarily attributable to the increase in our unsecured bond debt while growing our lending ~~operations. Compared to~~operations and for the ~~2019 period, in~~reasons discussed hereinabove. In the ~~2020~~2021 period, interest ~~expense~~ and amortization of deferred financing costs ~~increased~~was approximately ~~$1.95~~$2.5 million ~~due~~compared to approximately $1.1 million in the same 2020 period, an increase of $1.4 million or 114.3%. The balance of the increase in ~~our overall indebtedness -- approximately $85.6 million at September 30, 2020 compared~~operating expenses was attributable to ~~approximately $24.5 million at September 30, 2019. As discussed above, in light of COVID-19, we instituted various restrictions to our lending operations, the result of~~(i) professional fees, which ~~was that we did not generate interest income to offset the additional interest expense. See “Review of First Nine Months of 2020 and Outlook for Balance of Year”.~~

~~Professional fees~~ increased approximately ~~$142,000, while~~$100,000, (ii) compensation, ~~expense decreased~~fees and taxes which increased approximately ~~$105,000, reflecting~~$248,000, and (iii) general and administrative expenses which increased approximately $19,000, offset in part by a reduction ~~is property maintenance personnel. The 2019 period included expenses incurred~~ in ~~connection with the termination of our line of credit of approximately $780,000 and no such costs occurred in the 2020 period. In addition, we recorded an~~ impairment loss of ~~$495,000 during~~$225,000. In November 2019 one of our co-chief executive officers and our director of marketing resigned, which reduced our compensation expense in the ~~September 2020 period on our real estate owned.~~

~~Comprehensive income~~

~~For~~first quarter of 2020. In the ~~nine months ended September 30,~~second half of 2020, we ~~reported an unrealized gain on investment securities of approximately $13,000 reflecting the increase~~hired a chief operating officer and junior executives in accounting and administration, which resulted in increased compensation in the ~~market value~~first quarter of ~~such securities since December 31, 2019. There was no comparable item during the nine months ended September 30, 2019.~~2021.

Net Income

Net income for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$6.7~~$2.2 million, or ~~$0.30~~$0.10 per share, compared to ~~approximately $5.3~~$2.2 million, or ~~$0.30~~$0.10 per share for the ~~nine~~three months ended ~~September 30, 2019, despite~~March 31, 2020.

Liquidity and Capital Resources

At March 31, 2021, cash and cash equivalents and investment securities totaled approximately $54.7 million compared to $56.7 million at December 31, 2020. This decrease was reflected by a corresponding increase in mortgages receivable of $1.2 million.

Total assets at March 31, 2021 were approximately $228.4 million compared to approximately $226.7 million at December 31, 2020, an increase of approximately $1.8 million, or less than 1 %. The increase was due primarily to the increase of our mortgage loan portfolio of approximately $1.2 million, an increase in ~~weighted average number~~investment in partnership of ~~shares outstanding -- 22,117,301 for the 2020 period compared to 17,662,480 for the 2019 period.~~approximately $1.8 million, an increase in due from borrowers of approximately $499,000, an increase in other receivables of approximately $346,000, an increase in prepaid expenses and deposits of approximately $200,000 and an increase in interest and fees receivable of approximately $63,000, offset in part by a decrease in cash and cash equivalents and investment securities of approximately $2.1 million, a decrease in real estate owned of approximately $237,000 and a decrease in deferred financing costs of approximately $73,000.

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~~Liquidity and Capital Resources~~

~~At September 30, 2020, cash and investments totaled~~Total liabilities at March 31, 2021 were approximately ~~$33.1~~$143.8 million compared to ~~$34.8~~approximately $145.8 million at December 31, ~~2019. Overall, total assets increased by~~2020, a decrease of approximately ~~$28.4~~$2.0 million, or approximately 1.3%. This decrease is principally due to a decrease in dividends payable of $2.7 million and ~~total liabilities increased~~the mortgage payable of $768,000, offset by increases in advances from borrowers of $873,000, increases in accounts payable and accrued expenses of $164,000 and deferred revenue of approximately ~~$27.1~~$85,000.

Total shareholders’ equity at March 31, 2021 was approximately $84.6 million compared to ~~year-end. In addition, shareholders’ equity increased by~~ approximately ~~$1.3~~$81.0 million ~~compared~~at December 31, 2020, an increase of approximately $3.7 million. This increase was due primarily to ~~year-end due to a corresponding increase in retained earnings. In addition, at September 30, 2020, we had~~net proceeds of $1.5 million from the sale of stock and our net income of approximately ~~$13.3 million of future funding commitments under existing loans.~~$2.2 million.

Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$7.4~~$2.8 million compared to approximately ~~$7.3~~$1.7 million for ~~the 2019~~same 2020 period. For the 2020 period net cash from operations consisted primarily of net income of $6.6 million, an impairment loss of $495,000, depreciation and amortization of deferred financing cost of $404,000, an increase in advances from borrowers of $566,000, and in accounts payable and accrued expenses of $360,000, offset by increases in interest and fees receivable of $180,000, due from borrowers of $273,000, deposits on equipment if $101,000 and the realized gain on investments of approximately $415,000. For the 20192021 period net cash provided by operating activities consisted primarily of net income of ~~approximately $5.3~~$2.2 million, ~~non-cash costs associated with the termination of our revolving credit facility with Webster Business Credit Corporation of approximately $439,000,~~ amortization of deferred financing costs and ~~depreciation expense~~original issue of ~~approximately $204,000,~~$244,000, a ~~decrease~~loss on the sale of investment securities of $129,000, and increases in ~~due from borrowers~~accounts payable and accrued expenses of ~~approximately $2.1 million~~$164,000, deferred revenue of $85,000 and ~~an increase in~~ advances from borrowers of ~~approximately $181,000,~~$873,000, offset by an increase in interest and fees receivable of ~~approximately $454,000,~~$63,000, other receivables of $346,000, due from borrowers of $499,000 and prepaid expenses of $102,000. For the 2020 period net cash from operating activities consisted primarily of net income of $2.2 million, an impairment loss of $250,000, depreciation and amortization of deferred financing cost of $133,000, decreases in other receivables of $25,000 and deposits of $37,000 and increases in deferred revenue of $75,000 and advances from borrowers of $385,000, offset by the realized gain on investment securities of $446,000, increases in interest and fees receivable of $200,000 and due ~~to note purchaser~~from borrowers of ~~approximately $177,000 and accounts payable and accrued expenses of approximately $160,000..~~$778,000.

Net cash used for investing activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$41.4~~$2.1 million compared to approximately ~~$14.5~~$16.2 million for the comparable ~~2019~~2020 period. For the 2021 period, net cash used for investing activities consisted primarily of principal disbursements for mortgages receivable of approximately $31.7 million, purchase of an interest in investment partnership of $1.8 million, purchase of investment securities of $22.8, acquisitions of and improvements to real estate owned of $160,000, purchase of property and equipment of $36,000 and costs in connections with investment activities of $98,000, offset by principal collections on mortgages receivable of $30.5 million and proceeds from the sale of investment securities of $23.6 million and proceeds from the sale of real estate owned of $371,000. For the 2020 period, net cash used for investing activities consisted primarily of principal disbursements for mortgages receivable of approximately ~~$68.0~~$28.7 million, ~~the~~ purchase of ~~investments of $37.2 million and the acquisition of and improvements to real estate owned of $1.6 million, offset by proceeds from the sale of investments~~investment securities of approximately ~~$25.9~~$17.4 million ~~proceeds from the sale of real estate owned of $1.8 million~~ and mortgage loan pay-offs of approximately $37.9 million. For the 2019 period, net cash used for investing activities consisted primarily of principal disbursements for mortgages receivable of approximately $42.2 million, acquisitions and improvements of real estate owned of approximately ~~$443,000 and purchases of property and equipment of $197,000,~~$377,000, offset by mortgage loan pay-offs of approximately ~~$27.9~~$11.8 million, proceeds from the sale of investments securities of $17.4 million and proceeds from sale of real estate owned of approximately ~~$362,000.~~$1.1 million.

Net cash ~~provided by~~used for financing activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$20.5~~$1.8 million compared to approximately ~~$18.1~~$2.7 million of cash ~~provided by~~used for the comparable 2020 period. Net cash used for financing activities for the ~~comparable 2019 period.~~2021 period consists principally of dividends paid of $2.7 million and repayment of mortgage payable of $768,000, offset by proceeds from the sale of common shares of $1.5 million and proceeds from our line of credit of $105,000. Net cash ~~provided by~~used for financing activities for the 2020 period consists principally of proceeds from the Wells Fargo line of credit of $14.1 million, gross proceeds from the sale of our fixed rate notes of approximately $14.4 million and proceeds from other loans of approximately $258,000 offset by dividends paid of approximately ~~$5.3~~$2.7 million ~~the repayment of our credit line in the amount of $2.0 million ,~~and financing costs incurred of approximately $862,000 and principal payments on our notes and mortgage payable of approximately $28,000. Net cash provided by financing activities for the 2019 period consists primarily of proceeds from the Webster revolving credit facility of approximately $42.7 million, approximately $30.7 of net proceeds from the sale of common shares, approximately $23.7 million of proceeds from the sale of notes, approximately $1.0 million of proceeds from the sale of mortgage notes to shareholder and approximately $800,000 of gross proceeds from the new Bankwell mortgage loan, offset by repayments of approximately $69.9 million on our credit facility, approximately $7.0 million of dividends paid, approximately $2.2 million repayment of mortgage notes, financing costs of approximately $1.3 million and approximately $298,000 repayment of the old Bankwell mortgage loan.$58,000.

We project anticipated cash requirements for our operating needs as well as cash flows generated from operating activities available to meet these needs. Our short-term cash requirements primarily include funding of loans and payments for usual and customary operating and administrative expenses, such as interest payments on notes payable, employee compensation, sales, ~~and~~ marketing expenses and dividends. Based on this analysis, we believe that our current cash ~~and investment~~ balances, and our anticipated cash flows from operations will be sufficient to fund the operations for the next 12 months.

Our long-term cash needs will include principal payments on outstanding indebtedness and funding of new mortgage loans. Funding for long-term cash needs will come from ~~the~~unused net proceeds from ~~the sale of debt and/or equity securities, cash on hand, investments and~~financing activities, operating cash ~~flows.~~

~~Table~~flows and proceeds from sales of ~~Contents~~real estate owned.

From and after the effective date of our REIT election, we intend to pay regular quarterly distributions to holders of our common shares in an amount not less than 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gains).

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Subsequent Events

~~In October 2020,~~On April 9, 2021, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with the Ladenburg Thalmann & Co. Inc. and Janney Montgomery Scott LLC, as distribution agents (collectively, the “Agents”), to sell up to $46,636,250 of our common shares from time to time, through an “at-the-market” equity offering program. The offer and sale of the shares will be made pursuant to a prospectus supplement, dated April 9, 2021 (the “Prospectus Supplement”), to our Registration Statement on Form S-3 (File No. 333-236097) (the “Registration Statement”) declared effective by the Securities and Exchange Commission (the “SEC”) on February 5, 2020.

During the period from April 1, 2021 to May 4, 2021, we sold an aggregate of an additional ~~$14,000,000~~2,045,336 of our common shares and realized aggregate ~~principal~~net proceeds of approximately $10,535,405, some of which were sold under the Sales Agreement and some which were sold under a similar agreement with the Agents that was signed in October 2019.

In April 2021, our Compensation Committee (the “Committee”) approved the following 2021 compensation packages for our Chief Executive Officer, John L. Villano, and Chief Operating Officer, Peter J. Cuozzo:

With respect to Mr. Villano:

●

A base salary of $500,000 (compared to $360,000 in 2020);

●

A “targeted” annual bonus of $250,000, the exact amount to be determined by the Committee in its sole discretion, and payable on or before March 31, 2022;

●

A time-based equity award of $500,000 payable in restricted common shares; and

●

With respect to Mr. Cuozzo:

●

A base salary of $250,000 (same as 2020);

●

A cash bonus of $25,000, payable immediately in one lump sum; and

●

A time-based equity award of $25,000 payable in restricted common shares.

We issued (i) 89,928 restricted common shares to Mr. Villano based on the closing price of $5.56 per common share on April 8, 2021 (the grant date) and (ii) 4,753 restricted common shares to Mr. Cuozzo based on the closing price of $5.26 per common share on April 12, 2021 (the grant date). The shares were issued pursuant to our 2016 Equity Compensation Plan and are subject to restrictions on transfer and forfeiture of any unvested shares in the event of a voluntary resignation as our employee without “Good Reason” or of a termination of employment with us for “Cause,” as such terms are defined in their respective employment agreements. The restrictions on transfer and the forfeiture provisions will lapse with respect to one-third of the ~~September 2025 Notes, which notes are a further issuance~~shares on each of ~~rank equally in~~January 1, 2022, 2023 and 2024. Each of Messrs. Villano and Cuozzo has the right ~~of payment~~to vote and receive dividends with ~~and form a single series for~~respect to all ~~purposes under~~ the ~~Indenture governing such notes, including, without limitation, waivers, amendments, consents, redemptions and other offers~~shares granted to purchase and voting, with the previously issued September 2025 Notes. In connection with the offering of such notes, we granted the underwriters an option to purchase up to an additional $2.1 million aggregate principal amount of September 2025 Notes. The option expires November 20, 20120.him.

On ~~November 4, 2020,~~April 30, 2021, we ~~paid~~sold a ~~dividend of $0.12 per share, or $2,654,076~~property classified as real estate held for sale at March 31, 2021, receiving $280,449 in ~~the aggregate, to shareholders of record as of October 26, 2020.~~net proceeds. No loss will be recognized on this sale.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons that are likely to affect liquidity or the availability of our requirements for capital resources.

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Contractual Obligations

As of ~~September 30, 2020,~~March 31, 2021, our contractual obligations include unfunded amounts of any outstanding construction loans and unfunded commitments for loans as well as contractual obligations consisting of operating leases for equipment and software licenses.


			Less than		1 – 3		3 – 5		More than				Less than		1 – 3		3 – 5		More than
	Total		1 year		years		years		5 years		Total		1 year		years		years		5 years
Operating lease obligation	$	8,795	$	2,940	$	5,855	$	—	$	—	$	8,031	$	2,888	$	5,143	$	—	$	—
Unfunded portions of outstanding construction loans		13,342,248		13,342,248		—		—		—
Unfunded loan commitments		—		—		—		—		—		23,489,412		23,489,412		—		—		—
Total contractual obligations	$	13,351,043	$	13,345,188	$	5,855	$	—	$	—	$	23,497,443	$	23,492,300	$	5,143	$	—	$	—

Critical Accounting Policies and Recent Accounting Pronouncements

See “Note 2 — Significant Accounting Policies” to the financial statements for explanation of recent accounting pronouncements impacting us included elsewhere in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4.CONTROLS AND PROCEDURES

(a)

Evaluation and Disclosure Controls and Procedures

Management, specifically our chief executive officer and chief financial officer (the same person), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September 30, 2020~~March 31, 2021 (the “Evaluation Date”). Based upon that evaluation, the chief executive officer and the chief financial officer (same person) concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to management, specifically our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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(b)

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended ~~September 30, 2020~~March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~PART II. OTHER INFORMATION~~

~~Item 1A. Risk Factors.~~

~~The outbreak and continued spread of the novel coronavirus disease, known as COVID-19, may have a material adverse effect on our business, operations and financial condition.~~

On March 20, 2020, Governor Ned Lamont of Connecticut issued an executive order requiring all “non-essential” businesses to close effective 8:00 p.m., Monday, March 23, 2020, until further notice. During the second quarter of 2020, the State of Connecticut announced plans to re-open selected businesses pursuant to a three-phase reopening plan for those businesses deemed non-essential and closed due to the March 20, 2020 executive order. On May 20, 2020, Phase 1 of the re-opening plan was put in place and on June 17, 2020 Phase 2 was put into effect. Phase 3 re-opening has not been announced. The compliance requirements for certain businesses to operate are difficult to administer, costly and in many situations not customer friendly. If these orders remain in effect for an extended period, it could disrupt our operations in a material way, resulting in reductions in revenues, net income, and cash flow. In addition, any disruption to the operations of a borrower could impair its ability to make monthly payments of interest, payments of insurance and/or taxes or to repay the outstanding balances on its loans at maturity. Furthermore, if a liquidity crisis were to develop, borrowers may not be able to refinance their loans when due. Finally, the spread of COVID-19 is having a negative impact on the overall economy, including on real estate values. If borrowers cannot sell their properties, which could have a material adverse effect on our cash flow and operating results, or the values of properties securing mortgage loans decline significantly, the borrowers may not be able to repay their loans when due. In addition, the filing and preparation of loan documents with the various recording offices may be delayed and currently there is limited access to the Connecticut court system to process foreclosures and evictions.

If there is a re-occurrence of the virus in Connecticut or the State mandates further business closures, we may be compelled to take measures to preserve our cash flow, including reducing operating expenses and dividend payments until the consequences of the outbreak subside. There may be other adverse consequences to our business, operations, and financial condition from the spread of COVID-19 that have not been considered.

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PART II. OTHER INFORMATION

Item 6.EXHIBITS


Exhibit No.		Description

2.1		Form of Amended and Restated Exchange Agreement (1)
3.1		Certificate of Incorporation (1)
3.1(a)		Certificate of Amendment to Certificate of Incorporation (1)
3.1(b)		Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2)
3.2		Amended and Restated Bylaws, effective as of November 25, 2019 (3)
4.1		Form of Representative’s Warrants issued on February 9, 2017 in connection with the initial public offering (1)
4.2		Form of Representatives’ Warrants issued on October 27, 2017 in connection with the follow-on underwritten public offering (4)
4.3		Indenture, dated as of June 21, 2019, between the Company and U.S. Bank National Association, as Trustee (5)
4.4		First Supplemental Indenture, dated as of June 25, 2019, between the Company and U.S. Bank National Association, as Trustee (5)
4.5		Form of 7.125% Notes due 2024 (5)
4.6		Second Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee (2)
4.8		Form of 6.875% Notes due 2024 (7)
4.9		Third Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee ~~(10)~~(9)
4.10		Form of 7.75% Notes due 2025 (included as Exhibit A to Exhibit 4.9 above)
10.1**		Employment Agreement by and between John L. Villano and Sachem Capital Corp. (1)
10.2		Sachem Capital Corp. 2016 Equity Compensation Plan (1)
10.3		Final Form of the Restrictive Stock Grant Agreement dated July 17, 2018 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (6)
~~10.4~~		~~Mortgage Note made by Sachem Capital Corp to Bankwell Bank, dated as of March 29, 2019, in the principal amount of $795,000 (8)~~
~~10.5~~		~~Open-End Mortgage Deed, Security Agreement and Fixture Filing, dated March 29, 2019, by Sachem Capital Corp., in connection with the New Bankwell Mortgage Loan, for the benefit of Bankwell Bank (8)~~
~~10.6~~		~~Indemnity Agreement, dated as of March 29, 2019, by and among John L. Villano, Jeffrey C. Villano and Bankwell Bank (8)~~
10.7		Final Form of the Restrictive Stock Grant Agreement dated October 4, 2019 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (2)
10.8**		Employment Agreement, dated as of July 1, 2020, by and between Peter J. Cuozzo and Sachem Capital Corp. ~~(9)~~(8)
10.9**		Final Form of the Restrictive Stock Grant Agreement dated April 2021 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and each of John L., Villano and Peter J. Cuozzo. (10)
31.1		Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act *
31.2		Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act *
32.1		Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema Document *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Filed herewith.

Compensation plan or arrangement for current or former executive officers and directors.

***

Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

(1)

Previously filed as an exhibit to the Registration Statement on Form S-11, as amended, (SEC File No.: 333-214323) and incorporated herein by reference.

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(2)

Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2019 and incorporated herein by reference.

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(3)

Previously filed as an exhibit to the Current Report on Form 8-K on November 27, 2019 and incorporated herein by reference.

(4)

Previously filed on October 20, 2017, as Exhibit A to Exhibit 1.1 of the Registration Statement on Form S-11, as amended, (SEC File No.: 333-218954) and incorporated herein by reference.

(5)

Previously filed as an exhibit to the Current Report on Form 8-K on June 25, 2019 and incorporated herein by reference.

(6)

Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2018 and incorporated herein by reference.

(7)

Previously filed as an exhibit to the Current Report on Form 8-K on November 6, 2019 and incorporated herein by reference.

(8)

Previously filed as an exhibit to the Current Report on Form 8-K on ~~April 5, 2019~~July 8, 2020 and incorporated herein by reference.

(9)

Previously filed as an exhibit to the Current Report on Form 8-K on ~~July 8,~~September 9, 2020 and incorporated herein by reference.

(10)

Previously filed as an exhibit to the Current Report on Form 8-K on ~~September 9, 2020~~April 13, 2021 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SACHEM CAPITAL CORP.


Date: ~~November 5, 2020~~May 14, 2021	By:	/s/ John L. Villano
		John L. Villano, CPA
		President, Chief Executive Officer ~~(Principal Executive Officer)~~ and Chief Financial Officer (Principal Executive Officer & Principal Financial Officer))

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	September 30, 2020		December 31, 2019
	(Unaudited)		(Audited)
Assets
Assets:
Cash and cash equivalents	$	5,384,073	$	18,841,937
Investments		27,688,794		15,949,802
Mortgages receivable		124,131,879		94,348,689
Interest and fees receivable		1,551,333		1,370,998
Other receivables		87,307		141,397
Due from borrowers		1,501,470		840,930
Prepaid expenses		106,816		24,734
Property and equipment, net		1,418,442		1,346,396
Deposits on property and equipment		172,210		71,680
Real estate owned		7,523,584		8,258,082
Deferred financing costs		66,086		16,600

Total assets	$	169,631,994	$	141,211,245

Liabilities and Shareholders' Equity
Liabilities:
Notes payable (net of deferred financing costs of $3,074,115 and $2,687,190)	$	69,452,636	$	55,475,810
Mortgage payable		771,785		784,081
Line of credit		12,080,569		0
Accounts payable and accrued expenses		522,453		249,879
Other loans		257,845		0
Security deposits held		13,416		7,800
Advances from borrowers		1,413,974		848,268
Deferred revenue		1,114,721		1,205,740
Notes payable		60,130		75,433
Accrued interest		80,672		3,416
Total liabilities		85,768,201		58,650,427
Commitments and Contingencies

Shareholders’ equity:
Preferred shares - $.001 par value; 5,000,000 shares authorized; no shares issued		0		0
Common stock - $.001 par value; 100,000,000 shares authorized; 22,117,301 issued and outstanding		22,117		22,117
Paid-in capital		83,810,276		83,856,308
Accumulated other comprehensive loss		(37,596)		(50,878)
Retained earnings (accumulated deficit)		68,996		(1,266,729)
Total shareholders' equity		83,863,793		82,560,818
Total liabilities and shareholders' equity	$	169,631,994	$	141,211,245


	Three Months Ended				Nine Months
	September 30,				Ended September 30,
	2020		2019		2020		2019
Revenue:
Interest income from loans	$	3,473,304	$	2,442,750	$	9,640,387	$	7,509,155
Interest income on investments		32,483		28,148		163,161		28,148
Gain/(loss)on sale of investment securities		(21,858)		0		415,301		0
Origination fees, net		393,097		497,237		1,551,652		1,202,777
Late and other fees		10,955		18,149		46,835		205,182
Processing fees		37,445		44,870		123,568		121,470
Rental income, net		9,593		9,446		49,777		82,350
Other income		336,789		325,523		904,071		622,054
Net gain on sale of real estate		0		12,927		0		20,076
Total revenue		4,271,808		3,379,050		12,894,752		9,791,212

Operating costs and expenses:
Interest and amortization of deferred financing costs		1,262,278		537,878		3,564,533		1,611,332
Compensation, fees and taxes		496,058		476,404		1,220,412		1,325,822
Stock based compensation		4,107		4,107		12,321		12,327
Professional fees		158,206		105,053		400,868		259,275
Other expenses and taxes		26,247		39,355		61,484		70,683
Exchange fees		22,713		11,343		29,986		32,850
Expense in connection with termination of LOC		0		0		0		779,641
Impairment		0		0		495,000		0
Net loss on sale of real estate		2,816		0		7,276		0
Depreciation		15,348		18,618		46,318		44,286
General and administrative expenses		145,251		131,206		412,677		400,561

Total operating costs and expenses		2,133,024		1,323,964		6,250,875		4,536,777

Net income		2,138,784		2,055,086		6,643,877		5,254,435

Other comprehensive income (loss)
Unrealized gain (loss) on investment securities		(72,785)		0		13,282		0

Comprehensive income	$	2,065,999	$	2,055,086	$	6,657,159	$	5,254,435

Basic and diluted net income per common share outstanding:
Basic	$	0.10	$	0.10	$	0.30	$	0.30
Diluted	$	0.10	$	0.10	$	0.30	$	0.30

Weighted average number of common shares outstanding:
Basic		22,117,301		21,336,870		22,117,301		17,662,480
Diluted		22,117,301		21,336,870		22,117,301		17,622,480


	Nine Months Ended
	September 30,
	2020		2019
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Taxes paid	$	0	$	0
Interest paid	$	2,093,080	$	472,329

SUPPLEMENTAL INFORMATION-NON-CASH
Dividends declared and payable	$	0	$	0