SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission File Number 001-37997
NOTIFICATION OF LATE FILING
x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q
¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
For Period Ended: December 31, 2019
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
Sachem Capital Corp.
Full Name of Registrant
Former Name if Applicable
698 Main Street
Address of Principal Executive Office (Street and Number)
Branford, Connecticut 06405
City, State and Zip Code
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
|(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
|(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.
Sachem Capital Corp. has been unable to file the Annual Report on Form 10-K for the year ended December 31, 2019 (the “Report”) by March 16, 2020 without unreasonable effort or expense due to (a) unforeseen administrative issues resulting from its transitioning from non-accelerated filer status to accelerated filer status as of December 31, 2019 and, as such, being subject to the accelerated filing deadline for accelerated filers in connection with the Report and (b) delays in its receipt of information from certain third parties needed for the completion of the audit. Sachem believes that the Report will be filed on or before March 31, 2020.
(1) Name and telephone number of person to contact in regard to this notification
|John L. Villano
|(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No
(3) Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The following is a description of the changes in the results of operations for the year ended December 31, 2019 in comparison to the corresponding prior year period that Sachem anticipates will be reflected in the Report:
Total revenue for the year ended December 31, 2019 was approximately $12.7 million compared to approximately $11.7 million for the year ended December 31, 2018, an increase of approximately $1.0 million, or 8.3%, reflecting an increase in lending operations.
Operating costs and expenses
Total operating costs and expenses for the year ended December 31, 2019 were approximately $6.5 million compared to approximately $3.9 million for 2018, an increase of approximately $2.6 million, or 66.7%. The increase is due to (i) an increase in lending operations during the year, (ii) costs related to the termination of our $35 million revolving credit facility, (iii) costs incurred in connection with the resignation of our former president and co-chief executive officer and (iv) legal fees and other expenses related financing activities, including four public offerings of securities.
Net income and net income per share
Net income for 2019 was approximately $6.2 million compared to approximately $7.8 million for 2018 due primarily to the increase in our operating costs and expenses as detailed above. As a result of the reduction in net income and the increase in the weighted number of common shares outstanding, net income per share for 2019 was $0.32 compared to $0.50 for 2018.
The foregoing anticipated results for the year ended December 31, 2019 are management’s current estimates and are subject to change. Actual results will be included in the Report as filed.
Sachem Capital Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 16, 2020
|/s/ John L. Villano
|John L. Villano
|President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
6. Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).