Sachem Capital Corp. (SACH) Q1 2026 Earnings Report, Transcript and Summary

Greetings. Welcome to Sachem Capital Corp. and Industrial Realty Group Transaction Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to Steve Swett, Investor Relations. Thank you. You may begin.

Thank you, operator, and thank you all for joining us today on such short notice. Earlier today, Sachem issued a press release announcing that the company has entered into a definitive contribution agreement with Industrial Realty Group, or IRG, to create a scaled industrial lease-driven public equity REIT with a real estate capital solutions platform. Post closing, Sachem will publicly rebrand as IRG Realty Trust, Inc., or IRGT. Joining us today are John Villano, CPA, Chief Executive Officer of Sachem and Stuart Lichter, Founder and Chairman of IRG. Before we begin, I'll read the customary cautionary language. During today's call, we may make forward-looking statements within the meaning of the federal securities laws, including statements about the proposed transaction, anticipated timing, expected benefits, pro forma expectations, leverage and financing and other nonhistorical matters. Actual results may differ materially due to risks and uncertainties. All forward-looking statements speak only as of today, May 18, 2026, and we assume no obligation to update, revise or supplement such forward-looking statements that become untrue because of subsequent events. In connection with the proposed transaction, Sachem intends to file relevant materials with the SEC, including a proxy statement. Investors and security holders are urged to read those materials when they become available and they will contain important information. All relevant materials will be posted in the Investors section of our website at www.sachemcapitalcorp.com. Given the announcement we made this morning, this call will focus on the contribution agreement with IRG. With that, I'll turn the call over to John.

Thank you, Steve, and thank you all for joining. Today marks an important milestone for Sachem. This morning, we announced that we have entered into a definitive contribution agreement with Industrial Realty Group that, when completed, will create IRG Realty Trust, Inc. or IRGT a $3.4 billion enterprise value publicly listed industrial REIT with a real estate capital solutions platform. Let me start with the compelling reasons this contribution transaction is so exciting. This transaction is designed to deliver a strategic reset for Sachem shareholders by repositioning the company into an industrial platform with meaningful scale, recurring lease-driven cash flows and potential future growth opportunities while preserving and enhancing the strength of Sachem's established real estate capital solutions business. In other words, we're combining key assets from IRG's industrial real estate portfolio, including their well-established operating capabilities, along with Sachem's historical real estate capital solutions platform to create a top 10 listed industrial REIT with multiple growth levers and a clear pathway to long-term value creation. Let's now discuss the transaction overview. The key terms of the transaction at closing will include IRG contributing 98 industrial assets into Sachem to form IRGT, which will be structured as an UPREIT. As a result of this transaction, IRG is expected to own approximately 94.1% of IRGT through newly created OP units with existing Sachem shareholders owning approximately 5.9%. The transaction values Sachem stand-alone common equity at $2 per share representing a significant premium to Sachem's 30-day and 90-day VWAP. IRG will also receive a number of noneconomic Class B voting shares in IRGT equal to the number of OP units it receives in the transaction. The Class B voting shares will initially provide IRG with 51% of the total voting power of all outstanding shares of IRGT common stock. Concurrent with closing, we expect to complete a 20:1 reverse stock split, which implies a post-split reference price of approximately $40 per common share, assuming a $2 stock price at close. Between signing and closing, it is anticipated that Scotiabank acting as lead financial adviser and current lender to IRG will work as a lead arranger to put in place a new credit facility for IRGT. This transaction is expected to close by year-end 2026 subject to customary closing conditions and approval by Sachem shareholders. And now our strategic rationale. The power of this transaction is driven by durable industrial assets with stable operating cash flows, NAV growth and incremental Capital Solutions revenues with compelling risk-adjusted returns. Post contribution, we will emerge as one of the largest publicly traded industrial REITs with a fundamentally different economic profile than our legacy platform. The industrial real estate portfolio will generate recurring contractual cash flow. We believe creating a scaled industrial REIT with a diversified high-quality portfolio strengthens the long-term foundation of the company. Upon closing, IRGT is expected to own 98 industrial properties with an implied enterprise value of $3.4 billion based on March 31, 2026 values, which includes Sachem's approximately $470 million of total assets as of March 31, 2026, comprised of mortgage loans, investments in developmental real estate and owned real estate and other assets. We will provide additional details and supporting schedules in our SEC filings. IRGT will focus on mission-critical industrial infrastructure, supporting manufacturing, warehousing and distribution users. The tenant roster is highly diverse with the top 10 tenants representing approximately 30% of annualized base rent. Second, IRGT will be a platform with multiple growth levers and ample runway to take advantage of industry tailwinds. The combined platform is designed to grow through organic portfolio lease-up, mark-to-market rent growth, acquisition opportunities and a real estate capital solutions team focused on disciplined accretive investments, creating a multipronged strategy for long-term growth. Execution matters, and we have focused on operational readiness from day 1. IRG Realty Advisors, or IRGRA, a property management, asset management and real estate operating company, wholly owned by IRG is expected to support day-to-day operations following closing as they have done for decades. IRGT expects to enter into property management and other agreements with IRGRA upon closing. IRGT's executive management and Board will retain strategic capital allocation and governance authority subject to IRG's consent rights at the operating partnership. Third, the transaction meaningfully improves the long-term cost of capital of our company and strengthens the balance sheet over time. IRGT is expected to emerge with leverage around 8x with a visible path to achieve sub-6x leverage over time through organic cash flow growth and disciplined balance sheet management. It is our intent to create a company that can compete for capital and use that capital prudently to support long-term value creation. Sachem's real estate capital solutions capabilities will continue providing creative capital solutions to real estate developers and investors with an emphasis on industrial and industrial adjacent assets. Sachem's lending operations will provide support to the resilient cash flow generated by the industrial real estate platform throughout economic and real estate cycles. Lastly, investor alignment and governance are high priorities. Regarding management, Sachem's current team is expected to be enhanced through additional experienced leadership team members with industrial and REIT backgrounds to strengthen the organization with the objective of running a lean and powerful platform designed for value creation. We intend to communicate more information about leadership for IRGT in due course. The combined company will continue to have governance and oversight appropriate for a public company, including a majority independent Board in compliance with NYSE listing requirements. As for Board matters, Stuart Lichter, IRG's President and founder is expected to serve as Chairman of the Board following closing, and I will remain on the Board as well. Additional governance details will be provided at a later date. There is no question that we are energized by the meaningful value creation and long-term potential that this scaled industrial REIT will have. I am convinced that IRGT's resilient cash flow profile and our multiple growth levers going forward will unlock the inherent appreciation contained in the IRGT assets supported by the strength of Sachem's real estate capital solutions platform. We will continue to keep the market informed as we move through the SEC and shareholder approval process. With that, I'll now turn it over to Stu to share why IRG is excited about this combination.

Thanks, John, and thanks, everyone, for joining. We are extremely excited about this transaction as it brings a high-quality industrial portfolio to the public markets. With decades of real estate experience, including successfully navigating a multitude of economic cycles, we are contributing an industrial portfolio with scale, diversification, a clear operating strategy and many opportunities for growth. IRG currently manages more than 200 properties with approximately 100 million square feet of total space. Since 2015, we have scaled a multibillion-dollar platform at a growth rate of 20% annually. The contribution of a high-quality portfolio of 98 properties to form IRGT will form the basis for a company with a total enterprise value of $3.4 billion based on March 31, 2026 values. IRGT's focus will be on key industrial infrastructure assets supporting manufacturing, warehousing and distribution tenants. This portfolio has a particular emphasis on manufacturing uses with a proven record of operating success over the years, which we believe we can continue. Second, IRGT will come out of the gate with a built-in and fully staffed management team under IRG Realty Advisors, or IRGRA. This means we do not need to staff up or hire. IRGRA has managed these assets, knows them well and we'll continue to manage and lease the assets, which we expect will be a seamless effort. All agreements between IRGRA and IRGT will be made on market terms. Given our lease structure, property management costs are predominantly reimbursable by tenants. Thus, there will be little or no incremental cost to IRGT. We believe IRGT will benefit greatly from this relationship with IRGRA. Third, we believe IRGT will have a clear path to reduce debt through internal growth driven by lease-up, mark-to-market rent growth and strong operating performance. We believe our balance sheet will provide us with a competitive cost of capital and necessary financial flexibility to support our aspirations for growth. IRG intends to pursue value-add and accretive industrial acquisitions. Importantly, through its ownership of OP units to be issued in this transaction, IRG will remain a long-term owner of IRGT alongside all public shareholders. We believe this alignment matters as it keeps incentives focused on strong cash flow generation and long-term value creation. In summary, this industrial platform will be quite complementary to John and the Sachem team to leverage its creative financial solutions platform. We look forward to completing the transaction and engaging with Sachem shareholders and other stakeholders as we move through this process. Thank you. And with that, I will turn it back to John.

Thanks, Stu. To wrap up, this transaction is about creating a scaled long-term platform, lease-driven institutionally relevant with durable cash flows, a focus on NAV growth and with a cost of capital profile that should expand Sachem's ability to compete for attractive capital solution opportunities in an accretive way. We appreciate your time and interest. We will continue to provide additional details as we progress towards the filing of our proxy and moving toward the shareholder vote.

Thank you, ladies and gentlemen, for your participation. This does conclude today's teleconference. You may now disconnect.