ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(IRS Employer Identification No.)
|
|
|
||
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of Each Class
|
Name Of Each Exchange On Which Registered
|
None
|
None
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Smaller reporting company
|
Emerging growth company
|
PART I
|
|
Page
|
Item 1.
|
1
|
|
Item 1A.
|
8
|
|
Item 1B.
|
26
|
|
Item 2.
|
26
|
|
Item 3.
|
26
|
|
Item 4.
|
26
|
|
|
|
|
PART II
|
|
|
Item 5.
|
27
|
|
Item 6.
|
30
|
|
Item 7.
|
30
|
|
Item 7A.
|
47
|
|
Item 8.
|
47
|
|
Item 9.
|
47
|
|
Item 9A.
|
47
|
|
Item 9B.
|
48
|
|
Item 9C.
|
48
|
|
|
|
|
PART III
|
|
|
Item 10.
|
49
|
|
Item 11.
|
52
|
|
Item 12.
|
53
|
|
Item 13.
|
54
|
|
Item 14.
|
55
|
|
|
|
|
PART IV
|
|
|
Item 15.
|
56
|
|
Item 16.
|
57
|
|
|
Item 1. |
BUSINESS
|
• |
Value-Add. We invest in well-located properties with strong and stable cash flows in demographically attractive knowledge economic growth markets where we believe there exists significant potential for medium-term
capital appreciation through renovation or redevelopment, to reposition the asset and drive future rental growth.
|
• |
Opportunistic. We invest in properties available at opportunistic prices (i.e., at prices we believe are below those available in an otherwise efficient market) that exhibit some characteristics of distress, such as
operational inefficiencies, significant deferred capital maintenance or broken capital structures providing an opportunity for a substantial portion of total return attributable to appreciation in value.
|
• |
Invest-to-Own. We may invest in the development of properties in target markets where we believe we can capture significant development premiums upon completion. We generally use a mezzanine loan or convertible
preferred equity structure which provides income during the development stage and/or the ability to capture development premiums at completion by exercising our conversion rights to take ownership.
|
• |
review of operating history, appraisals, market reports, vacancies, deferred maintenance;
|
• |
review of historical and prospective financial information and regulatory disclosures;
|
• |
research relating to the property’s management, industry, markets, products and services and competitors;
|
• |
verification of collateral; and
|
• |
appraisals or opinions of value by third party advisers.
|
• |
Assessment of success in adhering to business plans and compliance with covenants;
|
• |
Periodic and regular contact with property management, to discuss financial position, requirements and accomplishments;
|
• |
Comparisons to other properties in the geographic area or sector, if any;
|
• |
Attendance at and participation in our board meetings; and
|
• |
Review of monthly and quarterly consolidated financial statements and financial projections for properties.
|
• |
private placements and restricted securities that do not have an active trading market;
|
• |
securities whose trading has been suspended or for which market quotes are no longer available;
|
• |
debt securities that have recently gone into default and for which there is no current market;
|
• |
securities whose prices are stale;
|
• |
securities affected by significant events; and
|
• |
securities that the Investment Adviser believes were priced incorrectly.
|
Item 1A. |
RISK FACTORS
|
• |
Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in our operating revenues and/or the underlying value of one or more of our properties.
|
• |
The market for real estate investments is highly competitive and investments in real estate-related assets can be speculative.
|
• |
Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
|
• |
We could be exposed to environmental liabilities, which could impact the value of real properties that we may acquire or underlying our investments.
|
• |
We will likely receive limited representations and warranties from sellers, and may not obtain audited results of prior operations for certain properties in which we have invested in.
|
• |
We may not obtain independent third-party appraisals or valuation reports on all of our investments.
|
• |
We may be adversely affected by unfavorable economic conditions, particularly in the specific geographic areas where our investments are concentrated.
|
• |
Inflation may adversely affect our financial condition and results of operations.
|
• |
Our success is materially dependent on attracting qualified tenants and, when vacancies occur, we may not be able to re-lease or renew leases at the investments held by us on terms favorable to us, or at all.
|
• |
The bankruptcy, insolvency or diminished creditworthiness of our tenants under their leases or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.
|
• |
Significant restrictions on transfer and encumbrance of investments subject to mortgage or other debt financing are expected, and we may experience delays in the sale of an investment.
|
• |
We face possible risks associated with climate change.
|
• |
Future debt or capital stock issuances by the Company could dilute the ownership interest of current stockholders, and could subject us to covenants restricting our future financial and operating flexibility.
|
• |
We do not have guaranteed cash flow, and if we pay distributions from sources other than our cash flow from operations, we will have fewer funds available for investments and our stockholders’ overall return will be
reduced.
|
• |
While we are subject to minimum distribution requirements to maintain our status as a REIT, such distributions are not guaranteed and the availability and timing of cash distributions is uncertain.
|
• |
We may in the future choose to pay dividends in our own stock, in which case you may be required to pay income taxes in excess of the cash dividends you receive.
|
• |
We may change our targeted investment and operational policies without stockholder consent.
|
• |
Our Board of Directors can revoke our REIT qualification without stockholder approval.
|
• |
Our future growth will depend on our ability to acquire real estate investments in several competitive real estate markets, and lack of diversification in numbers or types of investments increases our dependence on
individual investments.
|
• |
We may experience difficulty in ultimately selling any property or groups of properties which no longer fit our investment criteria or are impractical to lease and maintain, which could force us to sell a property at a
price that reduces the return to our investors.
|
• |
Subject to broad investment guidelines approved by our Board of Directors, we are dependent on the investment analysis and management services provided by our Advisers and their key personnel for our success.
|
• |
Our investments will be carried at estimated fair value as determined by our Investment Adviser and there may be uncertainty as to the value of these investments.
|
• |
We, through our Advisers, are often required to make a number of judgments in applying accounting policies, and different estimates and assumptions in the application of these policies could result in changes to our
reporting of financial condition and results of operations.
|
• |
The occurrence of cyber incidents, or a deficiency in our cybersecurity, could cause a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships,
all of which could negatively impact our financial results.
|
• |
Our Charter permits our Board of Directors to issue stock with terms that may subordinate the rights of common stockholders or preferred shareholders or discourage a third party from acquiring us in a manner that might
result in a premium price to our stockholders.
|
• |
Our rights and the rights of our shareholders to recover claims against our officers, directors and our Advisers are limited.
|
• |
The Advisory Agreements with our Advisers were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party.
|
• |
We may have conflicts of interest with our Adviser and other affiliates, which may result in investment decisions that are not in the best interest of our stockholders.
|
• |
Our Adviser, its officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of real estate investments, and such conflicts may not be resolved in our favor.
|
• |
We have not adopted any specific conflicts of interest policies, and, therefore, other than in respect of the restrictions placed on our Advisers in the Advisory Agreements, we will be reliant upon the good faith of our
Adviser, officers and directors in the resolution of any conflict.
|
• |
We expect to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which could subject us to the risk of losing properties in foreclosure if our cash
flow is insufficient to make loan payments and reduce the cash available for distribution to stockholders.
|
• |
High levels of debt or increases in interest rates could increase the amount of our loan payments, which could reduce the cash available for distribution to stockholders.
|
• |
High mortgage rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our cash flow from operations and the amount of cash distributions we can
make.
|
• |
If we are required to make payments under any “bad boy” carve-out guaranties that we may provide in connection with certain mortgages and related loans, our business and financial results could be materially adversely
affected.
|
• |
Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.
|
• |
Rising interest rates could increase our borrowing costs, adversely affecting our cash flows and reducing the amounts available for distributions to our stockholders.
|
• |
We may use floating rate, interest-only or short-term loans to acquire investments.
|
• |
Failure to remain qualified as a REIT would result in higher taxes and reduced cash available for distribution to our stockholders.
|
• |
Complying with minimum required distributions and other REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
|
• |
Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flows.
|
• |
The stock ownership limit imposed by the Internal Revenue Code for REITs and in our Charter may inhibit market activity in our stock and may restrict our business combination opportunities.
|
• |
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends, and a failure to make required distributions would subject us to U.S. federal corporate income tax.
|
• |
The prohibited transactions tax may subject us to tax on our gain from sales of property and limit our ability to dispose of our properties.
|
• |
We may be unable to generate sufficient revenue from operations, operating cash flow or portfolio income to pay our operating expenses, and our operating expenses could rise, diminishing our ability and to pay distributions
to our stockholders.
|
• |
We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.
|
• |
COVID-19, or the future outbreak of other highly infectious or contagious diseases, has and could continue to materially and adversely impact or disrupt our financial condition, results of operations, cash flows and
performance, as well as adversely affect our and our tenants’ financial condition and results of operations.
|
• |
Adverse changes in national and local economic and market conditions, including the credit and securitization markets;
|
• |
Impacts from governmental laws and regulations, fiscal policies and zoning ordinances, including the impact of environmental laws and regulations, and related compliance costs, including costs to comply with future changes;
|
• |
Takings by condemnation or eminent domain;
|
• |
Real estate conditions, such as an oversupply of or a reduction in demand for real estate space in the area, which could adversely affect market rental rates;
|
• |
The perceptions of tenants and prospective tenants of the convenience, attractiveness and safety of our properties;
|
• |
Competition from comparable properties;
|
• |
The occupancy rate of our properties;
|
• |
The ability to collect all rent from tenants on a timely basis;
|
• |
The effects of any bankruptcies or insolvencies of major tenants;
|
• |
The expense of re-leasing space;
|
• |
Changes in interest rates and in the availability, cost and terms of mortgage funding;
|
• |
Economic or physical decline of the areas where our investments are located
|
• |
Deterioration in the physical condition of our investments and resulting maintenance expenses;
|
• |
Acts of war or terrorism, including the consequences of terrorist attacks;
|
• |
Acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses; and
|
• |
Cost of compliance with the Americans with Disabilities Act.
|
• |
any future downturn in the U.S. economy and the related reduction in spending, reduced home prices and high unemployment could result in tenant defaults under leases, vacancies at our office, industrial, retail or
multifamily properties, and concessions or reduced rental rates under new leases due to reduced demand;
|
• |
the rate of household formation or population growth in our target markets or a continued or exacerbated economic slow-down experienced by the local economies where our properties are located or by the real estate industry
generally may result in changes in the supply of or demand for apartment units in our target markets; and
|
• |
the failure of the real estate market to attract the same level of capital investment in the future that it attracts at the time of our purchases or a reduction in the number of companies seeking to acquire properties may
result in the value of our investments not appreciating or decreasing significantly below the amount we pay for these investments.
|
• |
Competition for the time and services of personnel that work for us and our affiliates;
|
• |
Compensation payable by us to our Advisers and their affiliates for their various services, which may not be on market terms and is payable, in some cases, whether or not our stockholders receive distributions;
|
• |
The possibility that our Advisers, their officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of properties and other investments, and that such conflicts may not be
resolved in our favor, thus potentially limiting our investment opportunities, impairing our ability to make distributions and adversely affecting the trading price of our stock;
|
• |
The possibility that if we acquire properties from investment entities affiliated with our Advisers or their affiliates, the price may be higher than we would pay if the transaction were the result of arm’s-length
negotiations with a third party;
|
• |
The possibility that our Advisers will face conflicts of interest, since some of their officers are also our officers and two serve as directors of ours, resulting in actions that may not be in the long-term best interests
of our stockholders;
|
• |
Our Advisers have considerable discretion with respect to the terms and timing of our acquisition, disposition and leasing transactions;
|
• |
The possibility that we may acquire or merge with our Advisers, resulting in an internalization of our management functions; and
|
• |
The possibility that the competing demands for the time of our Advisers, their affiliates and our officers may result in them spending insufficient time on our business, which may result in our missing investment
opportunities or having less efficient operations, which could reduce our profitability and result in lower distributions to stockholders.
|
• |
we would be taxed as a regular domestic corporation, which under current law, among other things, means being unable to deduct distributions paid to stockholders in computing our taxable income and being subject to U.S.
federal income tax on our taxable income at corporate income tax rates;
|
• |
we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;
|
• |
we would be required to pay taxes and, therefore, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and
|
• |
unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
|
Item 1B. |
UNRESOLVED STAFF COMMENTS
|
Item 2. |
PROPERTIES
|
Item 3. |
LEGAL PROCEEDINGS
|
Item 4. |
MINE SAFETY DISCLOSURES
|
Item 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Dividends
|
|||||||||||||||
|
Common Stock
|
Preferred Stock
|
||||||||||||||
During the Quarter Ended
|
Per Share
|
Amount
|
Per Share
|
Amount
|
||||||||||||
September 30, 2022
|
$
|
0.105
|
$
|
1,390,290
|
$
|
0.375
|
$
|
87,884
|
||||||||
December 31, 2022
|
0.110
|
1,456,391
|
0.375
|
155,909
|
||||||||||||
March 31, 2023
|
0.115
|
1,520,985
|
0.375
|
209,620
|
||||||||||||
June 30, 2023
|
0.120
|
1,586,864
|
0.375
|
242,188
|
||||||||||||
|
$
|
0.450
|
$
|
5,954,530
|
$
|
1.500
|
$
|
695,601
|
|
Dividends
|
|||||||||||||||
|
Common stock
|
Preferred stock
|
||||||||||||||
During the Quarter Ended
|
Per Share
|
Amount
|
Per Share
|
Amount
|
||||||||||||
September 30, 2021
|
$
|
0.130
|
*
|
$
|
1,731,482
|
$
|
-
|
$
|
-
|
|||||||
December 31, 2021
|
0.080
|
1,068,612
|
0.125
|
440
|
||||||||||||
March 31, 2022
|
0.090
|
1,193,841
|
0.375
|
18,507
|
||||||||||||
June 30, 2022
|
0.100
|
1,323,888
|
0.375
|
37,982
|
||||||||||||
$
|
0.400
|
$
|
5,317,823
|
$
|
0.875
|
$
|
56,929
|
Execution Date
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans
|
||||||||||||
During the year ended June 30, 2023
|
||||||||||||||||
Common stocks
|
||||||||||||||||
September 1, 2022 through September 30, 2022
|
40,817.06
|
$
|
9.47
|
40,817.06
|
-
|
|||||||||||
December 1, 2022 through December 31, 2022
|
44,048.79
|
$
|
9.44
|
44,048.79
|
-
|
|||||||||||
March 1, 2023 through March 31, 2023
|
58,896.00
|
$
|
7.38
|
58,896.00
|
-
|
|||||||||||
June 1, 2023 through June 30, 2023
|
60,298.00
|
$
|
7.38
|
60,298.00
|
-
|
|||||||||||
|
204,059.85
|
204,059.85
|
-
|
|||||||||||||
Preferred stocks
|
||||||||||||||||
April 1, 2023 through April 30, 2023
|
1,400.00
|
$
|
22.75
|
1,400.00
|
During the year ended June 30, 2022:
|
||||||||||||||||
December 1, 2021 through December 31, 2021
|
5,607.89
|
$
|
9.84
|
5,608
|
-
|
|||||||||||
January 1, 2022 through February 28, 2022
|
14,951.24
|
*
|
$
|
7.20
|
-
|
-
|
||||||||||
March 1, 2022 through March 31, 2022
|
110,725.92
|
$
|
9.41
|
110,726
|
-
|
|||||||||||
June 1, 2022 through June 30, 2022
|
63,695.00
|
*
|
$
|
8.96
|
-
|
-
|
||||||||||
|
194,980.05
|
116,334
|
-
|
Item 6. |
[RESERVED]
|
Item 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
• |
the cost of operating and maintaining real estate properties;
|
• |
the cost of calculating our net asset value, including the cost of any third-party valuation services;
|
• |
the cost of effecting sales and repurchases of our shares and other securities;
|
• |
interest payable on debt, if any, to finance our investments;
|
• |
fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and third-party advisory fees;
|
• |
transfer agent and safekeeping fees;
|
• |
fees and expenses associated with marketing efforts;
|
• |
federal and state registration fees, any stock exchange listing fees in the future;
|
• |
federal, state and local taxes;
|
• |
independent directors’ fees and expenses;
|
• |
brokerage commissions;
|
• |
fidelity bond, directors and officers errors and omissions liability insurance, and other insurance premiums;
|
• |
direct costs and expenses of administration and sub-administration, including printing, mailing, long distance telephone and staff;
|
• |
fees and expenses associated with independent audits and outside legal costs;
|
• |
costs associated with our reporting and compliance obligations under the 1934 Act, the 1940 Act and applicable federal and state securities laws; and
|
• |
all other expenses incurred by either MacKenzie or us in connection with administering our business, including payments under the Administration Agreement that are based upon our allocable portion of overhead and other
expenses incurred by MacKenzie in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the costs of
compensation and related expenses of our chief compliance officer and our chief financial officer and any administrative support staff.
|
|
Fair Value
|
|||||||
Investments, at fair value
|
June 30, 2023
|
June 30, 2022
|
||||||
3100 Airport Way South LP
|
$
|
-
|
$
|
330,000
|
||||
5210 Fountaingate
|
6,820
|
6,820
|
||||||
American Healthcare REIT, Inc. – Class I
|
-
|
416,115
|
||||||
Capitol Hill Partners, LLC
|
1,107,795
|
1,518,100
|
||||||
Citrus Park Hotel Holdings, LLC
|
4,100,000
|
5,000,000
|
||||||
Coastal Realty Business Trust, REEP, Inc. - A
|
-
|
49,178
|
||||||
Corporate Property Associates 18 Global A Inc.
|
-
|
42,256
|
||||||
Healthcare Trust, Inc.
|
1,554,693
|
3,866,394
|
||||||
HGR Liquidating Trust
|
-
|
732
|
||||||
Highlands REIT Inc.
|
2,794,926
|
3,750,385
|
||||||
KBS Real Estate Investment Trust II, Inc.
|
-
|
1,010,350
|
||||||
Lakemont Partners, LLC
|
829,381
|
806,290
|
||||||
Moody National REIT II, Inc.
|
13,853
|
15,969
|
||||||
Secured Income, LP
|
-
|
520,594
|
||||||
SmartStop Self Storage REIT, Inc Class A
|
1,878,092
|
120,922
|
||||||
SmartStop Self Storage REIT, Inc Class T
|
-
|
9,885
|
||||||
Strategic Realty Trust, Inc.
|
216,068
|
311,007
|
||||||
Summit Healthcare REIT, Inc.
|
930,852
|
1,973,211
|
||||||
Total
|
$
|
13,432,480
|
$
|
19,748,208
|
|
Fair Value
|
|||||||
Unconsolidated investments (non-securities), at fair value
|
June 30, 2023
|
June 30, 2022
|
||||||
1300 Main, LP
|
$
|
-
|
$
|
1,688,000
|
||||
Dimensions28 LLP
|
-
|
19,512,036
|
||||||
First & Main, LP
|
-
|
2,237,000
|
||||||
Green Valley Medical Center, LP
|
2,363,000
|
3,010,000
|
||||||
Main Street West, LP
|
-
|
4,708,000
|
||||||
Martin Plaza Associates, LP
|
493,000
|
725,000
|
||||||
One Harbor Center, LP
|
4,076,500
|
4,162,000
|
||||||
Westside Professional Center I, LP
|
1,784,000
|
1,803,000
|
||||||
Woodland Corporate Center Two, LP
|
-
|
-
|
||||||
Total
|
$
|
8,716,500
|
$
|
37,845,036
|
Property:
|
Property Owners
|
Commodore Apartments
|
Madison-PVT Partners LLC
|
The Park View (fka as Pon De Leo Apartments)
|
PVT-Madison Partners LLC
|
Hollywood Apartments
|
PT Hillview GP, LLC
|
Shoreline Apartments
|
MacKenzie BAA IG Shoreline LLC
|
Satellite Place Office Building
|
MacKenzie Satellite Place Corp.
|
First & Main Office Building
|
First & Main, LP
|
1300 Main Office Building
|
1300 Main, LP
|
Woodland Corporate Center Office Building
|
Woodland Corporate Center Two, LP
|
Main Street West Office Building
|
Main Street West, LP
|
Largest Tenants
Business
|
Business
|
Square Ft. Occupied
|
Rent per annum
|
Lease
Expiration
|
Renewal
options
|
||||||
Wilson Daniels
|
Wine Wholesaler
|
6,712
|
$
|
417,002
|
3/15/25
|
1, 5 years
|
|||||
Hal Yamashita
|
Restaurant
|
3,212
|
$
|
186,852
|
7/31/26
|
No
|
|||||
Norcal Gold
|
Real Estate
|
2,896
|
$
|
172,171
|
3/31/26
|
1, 5 years
|
|||||
Shackford’s Kitchen
|
Retail
|
2,409
|
$
|
134,028
|
6/30/32
|
No
|
Year
|
Number of Leases Expiring
|
Total Area
|
Annual Rent
|
Percentage of Gross Rent
|
||||||||||||
2024
|
1
|
1,088
|
$
|
74,232
|
6 |
%
|
|
|||||||||
2025
|
2
|
8,898
|
$
|
550,602
|
45 |
%
|
|
|||||||||
2026
|
2
|
6,108
|
$
|
359,023
|
30 |
%
|
|
|||||||||
Thereafter
|
3
|
4,051
|
$
|
233,103
|
19 |
%
|
|
Largest Tenants
Business
|
Business
|
Square Ft. Occupied
|
Rent per annum
|
Lease
Expiration
|
Renewal
options
|
||||||
GVM Law
|
Legal Services
|
9,470
|
$
|
486,027
|
9/20/26
|
2, 5 years
|
|||||
Brotlemarkle
|
Accounting Services
|
4,366
|
$
|
236,013
|
7/31/30
|
2, 5 years
|
|||||
Napa Palisades
|
Restaurant
|
3,462
|
$
|
186,837
|
8/31/40
|
No
|
|||||
Moss Adams
|
Accounting Services
|
3,428
|
$
|
164,544
|
6/30/25
|
No
|
Year
|
Number of Leases Expiring
|
Total Area
|
Annual Rent
|
Percentage of Gross Rent
|
||||||||||||
2024
|
1
|
1,135
|
$
|
70,127
|
5 |
%
|
|
|||||||||
2025
|
2
|
5,648
|
$
|
304,385
|
21 |
%
|
|
|||||||||
2026
|
1
|
9,470
|
$
|
486,027
|
34 |
%
|
|
|||||||||
Thereafter
|
4
|
10,550
|
$
|
565,058
|
40 |
%
|
|
Largest Tenants Business
|
Business
|
Square Ft. Occupied
|
Rent per annum
|
Lease
Expiration
|
Renewal
options
|
||||||
AUL Corporation
|
Insurance
|
13,806
|
$
|
801,983
|
2/3/26
|
No
|
|||||
State of California
|
Medical
|
4,697
|
$
|
259,721
|
4/30/28
|
No
|
|||||
Strategies To Empower
|
Medical
|
4,875
|
$
|
213,229
|
12/31/27
|
No
|
|||||
Azzurro Pizzeria
|
Restaurant
|
2,935
|
$
|
201,144
|
7/31/24
|
No
|
Year
|
Number of Leases Expiring
|
Total Area
|
Annual Rent
|
Percentage of Gross Rent
|
||||||||||||
2024
|
3
|
6,613
|
$
|
371,792
|
21 |
%
|
|
|||||||||
2026
|
1
|
13,806
|
$
|
801,983
|
45 |
%
|
|
|||||||||
2027
|
2
|
7,010
|
$
|
331,263
|
19 |
%
|
|
|||||||||
Thereafter
|
1
|
4,697
|
$
|
259,721
|
15 |
%
|
|
Largest Tenants
Business
|
Business
|
Square Ft. Occupied
|
Rent per annum
|
Lease
Expiration
|
Renewal
options
|
||||||
OS National, LLC
|
Title Services
|
71,085
|
$
|
1,356,657
|
12/31/29
|
2, 5 years
|
|||||
Sun Taiyang
|
Consumer Products
|
4,373
|
$
|
92,273
|
11/30/29
|
No
|
Year
|
Number of Leases Expiring
|
Total Area
|
Annual Rent
|
Percentage of Gross Rent
|
||||||||||||
2029
|
2
|
75,468
|
$
|
1,448,930
|
100%
|
|
Largest Tenants
Business
|
Business
|
Square Ft. Occupied
|
Rent per annum
|
Lease Expiration
|
Renewal
options |
||||||
Agtech Innovation
|
Research and Development
|
12,940
|
$
|
411,299
|
8/31/32
|
No
|
|||||
Burger Rehab
|
Physical Therapy
|
4,013
|
$
|
122,808
|
9/22/23
|
No
|
|||||
Johnston, Martin & Montgomery
|
Accounting
|
3,388
|
$
|
129,276
|
11/2/24
|
2, 5 years
|
|||||
Children’s Home Society
|
Non-Profit Education
|
2,992
|
$
|
104,391
|
10/31/24
|
No
|
Year
|
Number of Leases Expiring
|
Total Area
|
Annual Rent
|
Percentage of Gross Rent
|
||||||||||||
2023
|
1
|
4,013
|
$
|
122,808
|
11 |
%
|
|
|||||||||
2024
|
6
|
10,295
|
$
|
369,897
|
32 |
%
|
|
|||||||||
2025
|
3
|
4,106
|
$
|
128,907
|
11 |
%
|
|
|||||||||
2027
|
2
|
3,178
|
$
|
102,236
|
9 |
%
|
|
|||||||||
Thereafter
|
2
|
13,324
|
$
|
425,399
|
37 |
%
|
|
Property Name
|
Sector
|
Location
|
Square Feet
|
Units
|
Percentage
Leased
|
Annual
Base Rent
|
Monthly Base
Rent/Occupied
Unit
|
||||||||||||||
The Park View (f/k/a as Pon De Leo Apartments)
|
Multi-Family Residential
|
Oakland, CA
|
36,654
|
39
|
92.3
|
%
|
$
|
1,005,543
|
$
|
2,327
|
|||||||||||
Commodore
|
Multi-Family Residential
|
Oakland, CA
|
31,156
|
48
|
97.9
|
%
|
$
|
886,663
|
$
|
1,572
|
|||||||||||
Hollywood Property
|
Multi-Family Residential
|
Los Angeles, CA
|
36,991
|
53
|
84.9
|
%
|
$
|
1,327,487
|
$
|
2,458
|
|||||||||||
Shoreline Apartments
|
Multi-Family Residential
|
Concord, CA
|
67,925
|
84
|
95.2
|
%
|
$
|
2,010,540
|
$
|
2,094
|
Property Name
|
Sector
|
Location
|
Square Feet
|
Units
|
Percentage
Leased
|
Annual
Base Rent
|
Monthly Base
Rent/Occupied
Unit
|
||||||||||||||
Hollywood Property
|
Retail
|
Los Angeles, CA
|
8,560
|
1
|
100
|
%
|
$
|
323,647
|
$
|
26,971
|
Fiscal Year Ending June 30, :
|
Debt Maturing
|
|||
2024
|
$
|
19,743,039
|
||
|
||||
2025
|
22,237,498
|
|||
|
||||
2026
|
11,024,219
|
|||
|
||||
Thereafter
|
40,770,297
|
|||
|
||||
Total
|
$
|
93,775,053
|
• |
the nature and realizable value of any collateral;
|
• |
the portfolio company’s ability to make payments;
|
• |
the portfolio company’s earnings and discounted cash flow;
|
• |
the markets in which the issuer does business; and
|
• |
comparisons to publicly traded securities.
|
• |
private placements and restricted securities that do not have an active trading market;
|
• |
securities whose trading has been suspended or for which market quotes are no longer available;
|
• |
debt securities that have recently gone into default and for which there is no current market;
|
• |
securities whose prices are stale;
|
• |
securities affected by significant events; and
|
• |
securities that the Investment Adviser believes were priced incorrectly.
|
• |
whether the lease stipulates how a tenant improvement allowance may be spent;
|
• |
whether the lessee or lessor supervises the construction and bears the risk of cost overruns;
|
• |
whether the amount of a tenant improvement allowance is in excess of market rates;
|
• |
whether the tenant or landlord retains legal title to the improvements at the end of the lease term;
|
• |
whether the tenant improvements are unique to the tenant or general purpose in nature; and
|
• |
whether the tenant improvements are expected to have any residual value at the end of the lease.
|
Buildings | 16 - 45 years |
Building improvements | 1 - 15 years |
Land improvements |
5 - 15 years |
Furniture, fixtures and equipment | 3 - 11 years |
In-place leases | 1 - 10 years |
• |
Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group);
|
• |
The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups);
|
• |
An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated;
|
• |
The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control
extend the period of time required to sell the asset or disposal group beyond one year;
|
• |
The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. The price at which a long-lived asset (disposal group) is being marketed is indicative of
whether the entity currently has the intent and ability to sell the asset (disposal group). A market price that is reasonable in relation to fair value indicates that the asset (disposal group) is available for immediate sale,
whereas a market price in excess of fair value indicates that the asset (disposal group) is not available for immediate sale; and
|
• |
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
|
Item 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8. |
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A. |
CONTROLS AND PROCEDURES
|
1. |
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the dispositions of our assets;
|
2. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and Board of Directors; and
|
3. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
|
Item 9B. |
OTHER INFORMATION
|
Item 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
Item 10. |
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
Name and
Age
|
Position(s)
Held with
Us
|
Term of
Office and
Length of
Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Charles “Chip” Patterson†, 52
|
Chairman of the Board
|
Since 2019
|
Mr. Chip Patterson, an MRC Executive Officer (as discussed further below) since May of 2012, is managing director, general counsel, and senior vice president of the Advisers and the Manager, and
a director of their general partner, and a beneficial owner of all three companies, all since 2005. Mr. Patterson graduated magna cum laude from the University of Michigan Law School with a J. D. degree and with high
distinction and Phi Beta Kappa from the University of California at Berkeley with a B. A. degree in Political Science. Prior to joining the Manager in July 2003, he was a securities and corporate finance attorney with the
national law firm of Davis Wright Tremaine LLP. Prior to law school, Chip Patterson taught physics, chemistry, and math at the high school level for three years. He also has prior experience in sales, retail, and banking, and
is a licensed California Real Estate Broker.
|
|
Tim Dozois, 61
|
Director
|
Since 2012
|
Mr. Dozois was Vice President, Secretary and Corporate Counsel for Pendrell Corporation, a NASDAQ listed company specializing in intellectual property solutions, from June of 2010 until early
2018. He is now sole owner of Conseiller LLC. From January 1996 until March of 2010, Mr. Dozois was an equity partner of Davis Wright Tremaine LLP, a Seattle-based national law firm, where he specialized in private securities
work and structured financings, with an emphasis on the acquisition, financing and management of real property assets. He has over 30 years of experience supporting leading corporations in securities law compliance, mergers,
acquisitions, and real estate acquisition, financing, and management. Mr. Dozois received his B. S. in Financial Management from Oregon State University and his J. D. from the University of Oregon School of Law, where he was
Order of the Coif.
|
|
Tom Frame, 81
|
Director
|
Since 2012
|
Mr. Frame was a co-founder of TransCentury Property Management and solely founded Paradigm Investment Corporation. TransCentury began in May of 1973 and has syndicated and managed over 10,000
residential units. During the last 35 years, Mr. Frame has been a principal in the acquisition, financing, restoration, and sale of over $500,000,000 in residential and commercial real estate. Paradigm was founded in June 1986
to sponsor and manage private, closed end “mutual funds”. The last of the funds successfully liquidated in December of 2000. Mr. Frame received a BA degree from the University of Kansas in Mathematics in June 1964, a Juris
Doctor degree from the San Francisco Law School in June 1975, and an MBA with honors from Pepperdine University in April 1986. Mr. Frame is currently managing his own investments which include residential units, commercial
property, and a portfolio of securities.
|
Name and
Age
|
Position(s)
Held with
Us
|
Term of
Office and
Length of
Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Robert Dixon, 52
|
Chief
Executive Officer and President
|
Since 2012
|
Robert E. Dixon has been the senior vice president and chief investment officer of MacKenzie and the Advisers since 2005, and a director of their general partner, and a beneficial owner of all
three companies since 2005. Robert Dixon served as an officer and director of Sutter Holding Company, Inc. from March 2002 until 2005. Mr. Dixon has been president of Sutter Capital Management since its founding. Mr. Dixon
received his Master of Business Administration degree from Cornell University in 1998 and has held the Chartered Financial Analyst designation since 1996. Mr. Dixon received his bachelor’s degree in economics from the
University of California at Los Angeles in 1992.
|
|
Angche Sherpa, 42
|
Chief
Financial Officer
|
Since 2021
|
Mr. Sherpa was appointed Chief Financial Officer of the Company in July 2021 after the retirement of his predecessor Mr. Paul Koslosky. He has been employed by MacKenzie since 2012. Prior to
being appointed Chief Financial Officer, he was Director of Accounting and Financial Reporting of MacKenzie. Mr. Sherpa graduated from San Francisco State University in 2006 with a Bachelor of Science degree in Business
Administration (Accounting) with honors. He obtained his CPA license from the California Board of Accountancy in January 2011. Prior to joining MacKenzie, he worked as staff auditor from 2007 through 2008 and senior auditor
from 2009 through 2012 at a national public accounting firm, Moss Adams LLP. During his career at Moss Adams, he led various audit teams involved in auditing financial services companies including private equity, asset
management and real estate investment companies.
|
|
Glen Fuller, 50
|
Chief
Operating Officer
|
Since 2012
|
Mr. Fuller has been senior vice president and secretary of MacKenzie and the Advisers since 2000, and a director of their general partner, and a beneficial owner of all three companies since
2000. Prior to becoming senior vice president of MacKenzie, he was with MacKenzie for two years as a portfolio manager and research analyst. Prior to joining MacKenzie, Mr. Fuller spent two years running the over the counter
trading desk for North Coast Securities Corp. (previously Morgan Fuller Capital Group) with responsibility for both the proprietary and retail trading desks. Mr. Fuller was also the registered options principal and registered
municipal bond principal for North Coast Securities Corp., a registered broker-dealer. Mr. Fuller previously held his NASD Series 7, general securities registration. Mr. Fuller has a Bachelor of Arts in Management.
|
|
Charles “Chip” Patterson,
52
|
General
Counsel and Secretary
|
Since 2012
|
Mr. Patterson is a managing director and general counsel of the Advisers and our Manager, where he has been employed since 2003. He is a director of their general partner and a beneficial owner
of all three companies. Chip Patterson graduated magna cum laude from the University of Michigan Law School with a J. D. degree and with high distinction and Phi Beta Kappa from the University of California at Berkeley with a
B. A. degree in Political Science. Prior to joining the Manager in July 2003, he was a securities and corporate finance attorney with the national law firm of Davis Wright Tremaine LLP. Prior to law school, Chip Patterson
taught physics, chemistry, and math at the high school level for three years. He also has prior experience in sales, retail, and banking, and is a licensed California Real Estate Broker.
|
|
Jeri Bluth,
48
|
Chief Compliance Officer
|
Since 2012
|
Ms. Bluth has been the Chief Compliance Officer for MacKenzie and the Advisers since 2009. She owns a beneficial interest in each MacKenzie and the Advisers. Mrs. Bluth oversees compliance for
all the funds advised by the Advisers, and she oversees our compliance with our Code of Ethics, Bylaws, Charter, and applicable rules and regulations. Mrs. Bluth began her career with MacKenzie Patterson Fuller, Inc. in July
of 1996 in the Investor Services Department. During Mrs. Bluth’s career with MacKenzie, she graduated from St. Mary’s College of California in June 2001, with a Bachelor of Arts degree in Business Management.
|
Christine Simpson,
58
|
Chief Portfolio Manager
|
Since 2012
|
Mrs. Simpson has been employed by MacKenzie and its affiliates since 1990, and has been the Advisers’ Senior Vice President of Research and Trading since 2005. Mrs. Simpson is responsible for
handling the day-to-day operations of The Advisers’ research department. During Mrs. Simpson’s career with MacKenzie, she graduated: with a Bachelor of Arts degree in Business Management from St. Mary’s College of California
in October 2004 (with honors), with a Master of Science degree in Financial Analysis and Investment Management in September 2006, and a Master’s in Business Administration in June 2008.
|
• |
are of high character and integrity;
|
• |
are accomplished in their respective fields, with superior credentials and recognition;
|
• |
have relevant expertise and experience upon which to be able to offer advice and guidance to management;
|
• |
have sufficient time available to devote to our affairs;
|
• |
are able to work with the other members of the Board of Directors and contribute to our success;
|
• |
can represent the long‑term interests of our stockholders as a whole; and
|
• |
are selected such that the Board of Directors represents a range of backgrounds and experience.
|
Item 11. |
EXECUTIVE COMPENSATION
|
Name & Position
|
Fees Earned or Paid in Cash (1)
|
All Other Compensation
|
Total
|
|||||||||
Chip Patterson (Chairman of the Board of Directors)
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Tim Dozois (Independent Director)
|
53,000
|
-
|
53,000
|
|||||||||
Tom Frame (Independent Director)
|
53,000
|
-
|
53,000
|
|||||||||
Total Fees
|
$
|
106,000
|
$
|
-
|
$
|
106,000
|
(1) |
Consists only of directors’ fees and does not include reimbursed expenses.
|
Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and address of Beneficial Owner
|
Nature of Beneficial Ownership
|
Number of Common Shares
Beneficially Owned
|
Percent of Class
|
Number of Preferred
Shares Owned
|
Percent of Class
|
Independent Directors:
|
|
|
|
|
|
Tim Dozois
|
Directly held
|
5,086.08
|
*
|
4,774.61
|
*
|
Tom Frame
|
Directly held
|
5,778.98
|
*
|
469.63
|
*
|
Interested Director:
|
|
|
|
|
|
Charles “Chip” Patterson
|
Indirectly held
|
64,615.36
|
*
|
|
|
Executive Officers
|
|
|
|
|
|
Robert Dixon
|
Directly and Indirectly held
|
64,615.36
|
*
|
4,134.45
|
*
|
Glen Fuller
|
Indirectly held
|
64,615.36
|
*
|
|
|
Chip Patterson
|
Indirectly held
|
64,615.36
|
*
|
|
|
Angche Sherpa
|
66,164.39
|
*
|
|
|
|
Directors and Officers as a group (6 person)
|
Indirectly held
|
77,029.45
|
*
|
|
|
* |
Represents less than 1% of the number of shares outstanding.
|
Item 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Fee Category
|
Fiscal 2023
|
Fiscal 2022
|
||||||
Audit Fees
|
$
|
268,608
|
$
|
214,400
|
||||
Audit-Related Fees
|
-
|
-
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
8,000
|
-
|
||||||
Total Fees
|
$
|
276,608
|
$
|
214,400
|
Item 15. |
EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
|
Exhibit No.
|
Description of Document
|
Contribution Agreement by and between MacKenzie Realty Operating Partnership, LP and the Addison Group, dated June 8, 2020 (incorporated by reference to the Registrant’s Form 8-K (File No.
814-00961), filed on June 9, 2020)
|
|
Membership Interest Purchase Agreement with The Wiseman Company, LLC, dated April 12, 2022 (incorporated by reference to the Registrant’s Form 8-K (File No. 000-55006), filed on April 18, 2022)
|
|
Articles of Amendment and Restatement (incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-2 (File No. 333-181853), filed on
May 14, 2014)
|
|
Series A Preferred Articles Supplementary (incorporated by reference to Registrant’s Form 1-A (File No. 000-55006), filed on April 12, 2021)
|
|
Second Amended & Restated Bylaws (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on January 12, 2021)
|
|
Description of Securities (incorporated by reference to Registrant’s Form 10-K (File No. 000-55006), filed on September 28, 2022)
|
|
Partnership Unit Designation of the Series A Preferred Limited Partnership Units of MacKenzie Realty Operating Partnership, LP (incorporated by reference to Registrant’s Form 10-K (File No.
000-55006), filed on September 28, 2022)
|
|
Amended and Restated Investment Advisory Agreement with MCM Advisers, LP dated as of October 1, 2017 (incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration
Statement on Form N-2 (File No. 333-212804), filed on November 9, 2017)
|
|
Amendment to the Amended and Restated Investment Advisory Agreement dated as of October 1, 2018 (incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration
Statement on Form N-2 (File No. 333-212804), filed on October 29, 2018)
|
|
Agreement of Limited Partnership of MacKenzie Realty Operating Partnership, LP, Dated May 20, 2020 (incorporated by reference to the Registrant’s Form 8-K (File No. 814-00961 filed on June 9,
2020))
|
|
Operating Agreement of PVT-Madison Partners LLC (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on March 11, 2021)
|
|
Operating Agreement of Madison-PVT Partners LLC (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on March 11, 2021)
|
Form of Investment Adviser Introducing Agreement (pre-December 2016) (incorporated by reference to the Registration Statement on Form N-2 (File No. 333-212804) filed on August 1, 2016)
|
|
Amended Administration Agreement with MacKenzie Capital Management, LP (incorporated by reference to Registrant’s Form 10-K (File No. 000-55006), filed on September 28, 2021)
|
|
Form of Investor Services Agreement with MacKenzie Capital Management, LP dated November 1, 2018 (incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on
Form N-2 (File No. 333-212804), filed on May 10, 2019)
|
|
Advisory Management Agreement (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on January 27, 2021)
|
|
Amended And Restated Investment Advisory Agreement (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on January 27, 2021)
|
|
Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the Hollywood Hillview Owner LLC, dated October 4, 2021 (incorporated by reference to the Registrant’s Form 8-K
(File No. 000-55006 filed on October 5, 2021))
|
|
Dividend Reinvestment Plan (incorporated by reference to Registrant’s Form S-3 (File No. 000-55006), filed on December 22, 2021)
|
|
Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the MacKenzie BAA IG Shoreline LLC, dated January 25, 2022 (incorporated by reference to the Registrant’s Form
8-K (File No. 000-55006 filed on May 20, 2022))
|
|
Operating Agreement of MacKenzie Satellite Place Corp (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on June 3, 2022)
|
|
List of Subsidiaries of the Registrant
|
|
Section 302 Certification of Robert Dixon (President and Chief Executive Officer)
|
|
Section 302 Certification of Angche Sherpa (Treasurer and Chief Financial Officer)
|
|
Section 1350 Certification of Robert Dixon (President and Chief Executive Officer)
|
|
Section 1350 Certification of Angche Sherpa (Treasurer and Chief Financial Officer)
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Documents*
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document*
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
Index to Audited Consolidated Financial Statements | |
Consolidated Financial Statements | |
F-2
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9
|
• |
With the assistance of our valuation specialists, we evaluated the reasonableness of certain significant fair value inputs used in the purchase price allocations related to acquired real estate
properties such as market lease rates, carrying costs during lease-up periods, capitalization rates, discount rates, market absorption periods, and prevailing interest rates. The evaluation included comparison of Company assumptions
to independently developed ranges using market data from industry transaction databases and published industry reports.
|
• |
We evaluated the mathematical accuracy of the valuation models and performed procedures over the completeness and accuracy of the data provided by management.
|
• |
With the assistance of valuation specialists, we evaluated the reasonableness of the valuation methodology and significant assumptions used in management’s valuation models such as future cash
flows, including the cash flows of underlying real property, risk-adjusted discount rates, cap rates, nature of the investment, and local market conditions. The evaluation included comparison of the Company’s assumptions to market
data from industry transaction databases and published industry reports.
|
• |
For investments sold during the year or subsequent to year end, we evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to actual results
from those sales.
|
• |
We evaluated the mathematical accuracy of the valuation models and performed procedures over the completeness and accuracy of the data provided by management.
|
June 30, 2023 | June 30, 2022 | |||||||
Assets
|
||||||||
Real estate assets
|
||||||||
Land
|
$
|
|
$ | |||||
Building, fixtures and improvements
|
|
|||||||
Intangible lease assets
|
|
|||||||
Less: accumulated depreciation and amortization
|
(
|
)
|
( |
) | ||||
Total real estate assets, net
|
|
|||||||
Cash and cash equivalents
|
|
|||||||
Restricted cash
|
|
|||||||
Investments, at fair value
|
|
|||||||
Unconsolidated investment (non-security), at fair value
|
|
|||||||
Investments income, rents and other receivables
|
|
|||||||
Investment acquisition advance
|
||||||||
Prepaid expenses and other assets
|
|
|||||||
Assets held for sale, net |
||||||||
Total assets
|
$
|
|
$ | |||||
Liabilities
|
||||||||
Mortgage notes payable, net
|
$
|
|
$ | |||||
Notes payable | ||||||||
Deferred rent and other liabilities | ||||||||
Finance lease liabilities
|
||||||||
Dividend payable | ||||||||
Accounts payable and accrued liabilities | ||||||||
Stock redemption payable | ||||||||
Below-market lease liabilities, net
|
|
|||||||
|
|
|||||||
Contingent liability
|
|
|||||||
Capital pending acceptance | ||||||||
Liabilities held for sale | ||||||||
Total liabilities
|
|
|||||||
Equity
|
||||||||
Common stock, $
issued and outstanding as of June 30, 2023 and June 30, 2022, respectively.
|
|
|||||||
Preferred stock, $
|
||||||||
Capital in excess of par value
|
|
|||||||
Accumulated deficit
|
(
|
)
|
( |
) | ||||
Total stockholders’ equity
|
|
|||||||
Non-controlling interests
|
|
|||||||
Total equity
|
|
|||||||
Total liabilities and equity
|
$
|
|
$ |
Year Ended June 30,
|
||||||||
2023
|
2022
|
|||||||
Revenue
|
||||||||
Rental and reimbursements
|
$ | $ | ||||||
Expenses
|
||||||||
Property operating and maintenance
|
|
|
||||||
Interest expense
|
|
|
||||||
Depreciation and amortization
|
|
|
||||||
Asset management fees to related party (Note 8)
|
|
|
||||||
General and administrative
|
|
|
||||||
Administrative cost reimbursements to related party (Note 8)
|
|
|
||||||
Professional fees
|
|
|
||||||
Directors’ fees
|
|
|
||||||
Transfer agent cost reimbursements to related party (Note 8)
|
|
|
||||||
Impairment loss on assets held for sale
|
|
|
||||||
Total operating expenses
|
|
|
||||||
Operating loss
|
(
|
)
|
(
|
)
|
||||
Other income (loss)
|
||||||||
Dividend and distribution income from equity securities at fair value
|
|
|
||||||
Net unrealized gain (loss) on equity securities at fair value
|
(
|
)
|
|
|||||
Net income from equity method investments at fair value
|
|
|
||||||
Net realized gain from investments
|
|
|
||||||
Net loss on disposal of fixed assets
|
|
(
|
)
|
|||||
Net loss on disposal of real estate
|
(
|
)
|
|
|||||
Gain on extinguishment of debt
|
|
|
||||||
Net income (loss)
|
(
|
)
|
|
|||||
Net (income) loss attributable to non-controlling interests
|
(
|
)
|
|
|||||
Net income attributable to preferred stockholders
|
(
|
)
|
(
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
(
|
)
|
$
|
|
|||
Net income (loss) per share attributable to common stockholders
|
$
|
(
|
)
|
$
|
|
|||
Weighted average common shares outstanding
|
|
|
Common Stock
|
Preferred Stock
|
Additional Paid-
in Capital
|
Accumulated
Deficit
|
Total
Stockholders’
Equity
|
Non-
controlling Interests
|
Total Equity
|
||||||||||||||||||||||||||||||
Number of
Shares
|
Par
Value
|
Number of
Shares
|
Par
Value
|
|||||||||||||||||||||||||||||||||
Year Ended June 30, 2023
|
||||||||||||||||||||||||||||||||||||
Balance, June 30, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||
Contributions by non-controlling interest holders
|
-
|
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||
Distributions to non-controlling interest holders
|
-
|
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Operating Partnership Preferred Units issued
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Dividends to common stockholders
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Dividends to preferred stockholders
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Net income (loss)
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Operating Partnership Class A conversion to common stock
|
|
|
*
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||
Issuance of preferred stock
|
-
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Issuance of common stock through reinvestment of dividends
|
|
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||
Issuance of preferred stock through reinvestment of dividends
|
-
|
-
|
|
|
*
|
|
|
|
|
|
||||||||||||||||||||||||||
Issuance Operating Partnership Preferred Units through
reinvestment of dividends |
- | - | ||||||||||||||||||||||||||||||||||
Payment of selling commissions and fees
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Redemptions of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Redemptions of preferred stock
|
|
|
(
|
)
|
|
* |
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
Balance, June 30, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
Common stock
|
Preferred stock
|
Additional Paid-
in Capital
|
Accumulated
Deficit
|
Total
Stockholders’
Equity
|
Non-
controlling Interests
|
Total Equity
|
||||||||||||||||||||||||||||||
Number of
Shares
|
Par
Value
|
Number of
Shares
|
Par
Value
|
|||||||||||||||||||||||||||||||||
Year Ended June 30, 2022
|
||||||||||||||||||||||||||||||||||||
Balance, June 30, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||
Contributions by non-controlling interest holders
|
-
|
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Distributions to non-controlling interest holders
|
-
|
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Operating Partnership Class A units issued
|
|
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||
Operating Partnership Preferred Units issued
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Dividends to common stockholders
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Dividends to preferred stockholders
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Net income (loss)
|
-
|
|
-
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||||||
Operating Partnership Class A conversion to common stock
|
|
|
*
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||
Issuance of common stock
|
|
|
*
|
-
|
-
|
|
|
|
|
|
||||||||||||||||||||||||||
Issuance of preferred stock
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Issuance of common stock through reinvestment of dividends
|
|
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||
Issuance of preferred stock through reinvestment of dividends
|
-
|
-
|
|
|
*
|
|
|
|
|
|
||||||||||||||||||||||||||
Payment of selling commissions and fees
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
Redemptions of common stock
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
Balance, June 30, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
Year Ended June 30,
|
||||||||
2023
|
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|||
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
||||||||
Net unrealized (gain) loss on equity securities at fair value
|
|
(
|
)
|
|||||
Net income from equity method investments at fair value
|
(
|
)
|
(
|
)
|
||||
Net realized gain on investments
|
(
|
)
|
(
|
)
|
||||
Net loss on disposal of fixed assets
|
|
|
||||||
Net loss on disposal of real estate
|
|
|
||||||
Impairment loss on assets held for sale
|
|
|
||||||
Gain on extinguishment of debt
|
(
|
)
|
|
|||||
Straight - line rent
|
(
|
)
|
(
|
)
|
||||
Depreciation and amortization
|
|
|
||||||
Amortization of deferred financing costs and debt mark-to-market
|
|
|
||||||
Accretion of above (below) market lease, net
|
(
|
)
|
(
|
)
|
||||
Changes in assets and liabilities:
|
||||||||
Investments income, rent and other receivables
|
|
|
||||||
Prepaid expenses and other assets
|
(
|
)
|
|
|||||
Due from related entities
|
|
|
||||||
Deferred rent and other liabilities
|
(
|
)
|
|
|||||
Accounts payable and accrued liabilities
|
(
|
)
|
|
|||||
Due to related entities
|
(
|
)
|
|
|||||
Net cash from operating activities
|
(
|
)
|
|
|||||
Cash flows from investing activities:
|
||||||||
Proceeds from sale of and sales distribution from investments
|
|
|
||||||
Investment acquisition advance
|
(
|
)
|
|
|||||
Net proceeds from sale of real estate
|
|
|
||||||
Investments in real estate assets
|
(
|
)
|
(
|
)
|
||||
Purchase of investments
|
(
|
)
|
(
|
)
|
||||
Return of capital distributions
|
|
|
||||||
Payment on contingent liability
|
(
|
)
|
|
|||||
Net cash from investing activities
|
|
(
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from mortgage notes payable
|
|
|
||||||
Payments on mortgage notes payable
|
(
|
)
|
(
|
)
|
||||
Proceeds from notes payable
|
|
|
||||||
Payments on notes payable
|
(
|
)
|
|
|||||
Payment of deferred financing cost
|
|
(
|
)
|
|||||
Dividend to stockholders
|
(
|
)
|
(
|
)
|
||||
Proceeds from issuance of preferred stock
|
|
|
||||||
Payment of finance lease liabilities
|
(
|
)
|
|
|||||
Payment of selling commissions and fees
|
(
|
)
|
(
|
)
|
||||
Contributions by non-controlling interests holders
|
|
|
||||||
Distributions to non-controlling interests holders
|
(
|
)
|
(
|
)
|
||||
Redemption of common stock, net of stock redemption payable
|
(
|
)
|
(
|
)
|
||||
Redemption of preferred stock
|
(
|
)
|
|
|||||
Capital pending acceptance
|
|
|
||||||
Net cash from financing activities
|
|
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
|
|
||||||
Cash, cash equivalents and restricted cash at beginning of the year
|
|
|
||||||
Cash, cash equivalents and restricted cash at end of the year
|
$
|
|
$
|
|
||||
Cash and cash equivalents at end of the year
|
$
|
|
$
|
|
||||
Restricted cash at end of the year
|
|
|
||||||
Cash and restricted cash at end of the year classified as assets held for sale
|
|
|
||||||
Total cash, cash equivalents, restricted cash and cash classified as held for sale at end of the year
|
$
|
|
$
|
|
||||
Supplemental disclosure of non-cash financing activities and other cash flow information
|
||||||||
Issuance of the Operating Partnership Preferred units for the purchase of First & Main, LP (Note 1)
|
$
|
|
$
|
|
||||
Issuance of the Operating Partnership Preferred units for the purchase of Main Street West, LP (Note 1)
|
$
|
|
$
|
|
||||
Fair value of assets acquired from consolidation of First & Main, LP
|
$
|
|
$
|
|
||||
Fair value of liabilities assumed from consolidation of First & Main, LP
|
$
|
|
$
|
|
||||
Fair value of assets acquired from consolidation of 1300 Main, LP
|
$
|
|
$
|
|
||||
Fair value of liabilities assumed from consolidation of 1300 Main, LP
|
$
|
|
$
|
|
||||
Fair value of assets acquired from consolidation of Main Street West, LP
|
$
|
|
$
|
|
||||
Fair value of liabilities assumed from consolidation of Main Street West, LP
|
$
|
|
$
|
|
||||
Fair value of assets acquired from consolidation of Woodland Corporate Center Two, LP
|
$
|
|
$
|
|
||||
Fair value of liabilities assumed from consolidation of Woodland Corporate Center Two, LP
|
$
|
|
$
|
|
||||
Issuance of the Operating Partnership Class A units for the purchase of real estate assets (Note 5)
|
$
|
|
$
|
|
||||
Issuance of the Operating Partnership Preferred units for the purchase of investments (Note 5)
|
$
|
|
$
|
|
||||
Issuance of common stock for merger of FSP Satellite Place Corp. (Note 1)
|
$
|
|
$
|
|
||||
Issuance of preferred stocks for merger of FSP Satellite Place Corp. (Note 1)
|
$
|
|
$
|
|
||||
Fair value of subsidiary’s units owned prior to the merger date
|
$
|
|
$
|
|
||||
Issuance of common stock through reinvestment of dividends
|
$
|
|
$
|
|
||||
Issuance of preferred stock through reinvestment of dividends
|
$
|
|
$
|
|
||||
Reduction in contingent consideration estimate
|
$
|
|
$
|
|
||||
Cash paid for interest
|
$ |
$
|
|
• |
Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group);
|
• |
The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary
for sales of such assets (disposal groups);
|
• |
An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been
initiated;
|
• |
The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as
a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year;
|
• |
The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. The
price at which a long-lived asset (disposal group) is being marketed is indicative of whether the entity currently has the intent and ability to sell the asset (disposal group). A market price that is reasonable in relation to fair
value indicates that the asset (disposal group) is available for immediate sale, whereas a market price in excess of fair value indicates that the asset (disposal group) is not available for immediate sale; and
|
• |
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan
will be withdrawn.
|
• |
whether the lease stipulates how a tenant improvement allowance may be spent;
|
• |
whether the lessee or lessor supervises the construction and bears the risk of cost overruns;
|
• |
whether the amount of a tenant improvement allowance is in excess of market rates;
|
• |
whether the tenant or landlord retains legal title to the improvements at the end of the lease term;
|
• |
whether the tenant improvements are unique to the tenant or general purpose in nature; and
|
• |
whether the tenant improvements are expected to have any residual value at the end of the lease.
|
Level I – |
Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded equity securities. We
do not adjust the quoted price for these investments even in situations where we hold a large position and a sale could reasonably impact the quoted price.
|
Level II – |
Price inputs are quoted prices for similar financial instruments in active markets; quoted prices for identical or similar financial instruments in markets that are not active; and
model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. Investments which are generally included in this category are publicly traded equity securities with restrictions.
|
Level III – |
Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair values for these investments are estimated by management
using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for
comparable securities, current and projected operating performance, financial condition, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant
judgment by management. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had an active market for these investments existed.
|
• |
the nature and realizable value of any collateral;
|
• |
the portfolio company’s ability to make payments;
|
• |
the portfolio company’s earnings and discounted cash flow;
|
• |
the markets in which the issuer does business; and
|
• |
comparisons to publicly traded securities.
|
• |
private placements and restricted securities that do not have an active trading market;
|
• |
securities whose trading has been suspended or for which market quotes are no longer available;
|
• |
debt securities that have recently gone into default and for which there is no current market;
|
• |
securities whose prices are stale;
|
• |
securities affected by significant events; and
|
• |
securities that the Investment Adviser believes were priced incorrectly.
|
Investee
|
Legal Form
|
Asset Type
|
% Ownership
|
Fair Value as of
June 30, 2023 |
|||||||
5210 Fountaingate, LP
|
Limited Partnership
|
LP Interest
|
|
%
|
$ | ||||||
Capitol Hill Partners, LLC
|
Limited Liability Company
|
LP Interest
|
|
%
|
|||||||
Citrus Park Hotel Holdings, LLC
|
Limited Liability Company
|
LP Interest
|
|
%
|
|||||||
Lakemont Partners, LLC
|
Limited Liability Company
|
LP Interest
|
|
%
|
|||||||
Green Valley Medical Center, LP
|
Limited Partnership | GP Interest |
% | * | |||||||
Martin Plaza Associates, LP
|
Limited Partnership | GP Interest | % | * | |||||||
One Harbor Center, LP
|
Limited Partnership | GP Interest | % | * | |||||||
Westside Professional Center I, LP
|
Limited Partnership | GP Interest | % | * | |||||||
Total
|
|
|
$
|
|
Investee
|
Legal Form
|
Asset Type
|
% Ownership
|
Fair Value as of
June 30, 2022
|
|||||||
5210 Fountaingate, LP
|
Limited Partnership
|
LP Interest
|
|
%
|
$ |
|
|||||
Capitol Hill Partners, LLC
|
Limited Liability Company
|
LP Interest
|
|
%
|
|
|
|||||
Citrus Park Hotel Holdings, LLC
|
Limited Liability Company
|
LP Interest
|
|
%
|
|
|
|||||
Dimensions 28, LLP
|
Limited Partnership
|
LP Interest
|
|
%
|
|
|
|||||
Lakemont Partners, LLC
|
Limited Liability Company
|
LP Interest
|
|
%
|
|
|
|||||
Secured Income L.P.
|
Limited Partnership
|
LP Interest
|
|
%
|
|
|
|||||
1300 Main, LP
|
Limited Partnership | GP Interest | % | * | |
||||||
First & Main, LP
|
Limited Partnership |
GP Interest | % | * | |
||||||
Green Valley Medical Center, LP
|
Limited Partnership | GP Interest | % | * | |
||||||
Main Street West, LP
|
Limited Partnership | GP Interest | % | * | |
||||||
Martin Plaza Associates, LP
|
Limited Partnership | GP Interest | % | * | |
||||||
One Harbor Center, LP
|
Limited Partnership | GP Interest | % | * | |||||||
Westside Professional Center I, LP
|
Limited Partnership | GP Interest | % | * | |
||||||
Woodland Corporate Center Two, LP
|
Limited Partnership | GP Interest | % | * | |
||||||
Total
|
$
|
|
Buildings
|
|
Building improvements
|
|
Land improvements
|
|
Furniture, fixtures and equipment
|
|
In-place leases
|
|
Property Name:
|
|
|
|
|
Property Owner:
|
|
|
|
|
Location:
|
|
|
|
|
Number of Tenants:
|
|
|
|
|
Year Built:
|
|
|
|
|
Ownership Interest:
|
|
|
|
|
|
|
|
|
|
Property Name:
|
|
|
|
|
Property Owner:
|
|
|
|
|
Location:
|
|
|
|
|
Number of Tenants:
|
|
|
|
|
Year Built:
|
|
|
|
|
Ownership Interest:
|
|
|
|
|
Property Name: | ||||
Property Owner: | ||||
Location: | ||||
Number of Tenants: | ||||
Year Built: | ||||
Ownership Interest: |
Property Name:
|
|
|||
Acquisition Date:
|
|
|||
Purchase Price Allocation
|
||||
Land
|
$
|
|
||
Building
|
|
|||
Site Improvements
|
|
|||
Tenant Improvements
|
|
|||
Lease in Place
|
|
|||
Leasing Commissions
|
|
|||
Legal & Marketing Lease Up Costs
|
|
|||
Total assets acquired
|
|
|||
Net Leasehold Asset (Liability)
|
(
|
)
|
||
Total assets acquired, net
|
$
|
|
Property Name:
|
|
|||
Acquisition Date:
|
|
|||
Purchase Price Allocation
|
||||
Land
|
$
|
|
||
Building
|
|
|||
Tenant Improvements
|
|
|||
Lease In Place
|
|
|||
Leasing Commissions
|
|
|||
Legal & Marketing Lease Up Costs
|
|
|||
Debt Mark-to-Market
|
|
|||
Solar Finance Lease
|
|
|||
Total assets acquired
|
|
|
||
Net Leasehold Asset (Liability)
|
|
|||
Total assets acquired, net
|
$
|
|
Property Name:
|
|
|||
Acquisition Date:
|
|
|||
Purchase Price Allocation
|
||||
Land
|
$
|
|
||
Building
|
|
|||
Site Improvements
|
|
|||
Tenant Improvements
|
|
|||
Lease In Place
|
|
|||
Leasing Commissions
|
|
|||
Legal & Marketing Lease Up
Costs
|
|
|||
Total assets acquired
|
|
|||
Net Leasehold Asset (Liability)
|
(
|
)
|
||
Total assets acquired, net
|
$
|
|
Property Name:
|
|
|||
Acquisition Date:
|
|
|||
Purchase Price Allocation
|
||||
Land
|
$
|
|
||
Building
|
|
|||
Site Improvements
|
|
|||
Tenant Improvements
|
|
|||
Lease In Place
|
|
|||
Leasing Commissions
|
|
|||
Legal & Marketing Lease Up Costs
|
|
|||
Debt Mark-to-Market
|
|
|||
Total assets acquired
|
|
|||
Net Leasehold Asset (Liability)
|
(
|
)
|
||
Total assets acquired, net
|
$
|
|
|
Year Ended June 30,
|
|||||||
|
2023
|
2022
|
||||||
|
||||||||
Lease Income - Operating leases
|
$
|
|
$
|
|
||||
Variable lease income (1)
|
|
|
||||||
|
$
|
|
$
|
|
(1) |
|
Year ended June 30, :
|
Rental Income
|
|||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
Thereafter
|
|
|||
Total
|
$
|
|
|
As of June 30, 2023
|
|||||||||||
|
Lease Intangibles
|
Above-Market
Lease Asset
|
Below-Market
Lease Liabilities
|
|||||||||
|
||||||||||||
Cost
|
$
|
|
$
|
|
$
|
|
||||||
Accumulated amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Weighted average amortization period (years)
|
|
|
|
|
As of June 30, 2022
|
|||||||||||
|
Lease Intangibles
|
Above-Market
Lease Asset
|
Below-Market
Lease Liabilities
|
|||||||||
|
||||||||||||
Cost
|
$
|
|
$
|
|
$
|
|
||||||
Accumulated amortization
|
(
|
)
|
|
(
|
)
|
|||||||
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Weighted average amortization period (years)
|
|
-
|
|
|
Year Ended June 30, 2023
|
|||||||||||
|
Lease
Intangibles
|
Above-Market
Lease Asset
|
Below-Market
Lease Liabilities
|
|||||||||
Amortization
|
$
|
|
$
|
|
$
|
(
|
)
|
|
Year Ended June 30, 2022
|
|||||||||||
|
Lease
Intangibles
|
Above-Market
Lease Asset
|
Below-Market
Lease Liabilities |
|||||||||
Amortization
|
$
|
|
$
|
|
$
|
(
|
)
|
|
Year Ended June 30, :
|
|||||||||||||||||||||||
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
||||||||||||||||||
In-place leases, to be included in amortization
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
||||||||||||||||||||||||
Above-market lease intangibles
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Below-market lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Fair Value
|
Fair Value | |||||||
Asset Type
|
June 30, 2023
|
June 30, 2022 | ||||||
Non Traded Companies
|
$ |
|
$ |
|||||
GP Interests (Equity method investment with fair value option election) | ||||||||
LP Interest
|
|
|||||||
LP Interests (Equity method investment with fair value option election)
|
|
|||||||
Investment Trust
|
|
|||||||
Total
|
$
|
|
$ |
As of June 30,2023 | ||||||||||||||||
Asset Type
|
Total
|
Level I
|
Level II
|
Level III
|
||||||||||||
Non Traded Companies
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
GP Interests | ||||||||||||||||
LP Interests
|
|
|
|
|
||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
As of June 30,2022 | ||||||||||||||||
Asset Type
|
Total
|
Level I
|
Level II
|
Level III
|
||||||||||||
Non Traded Companies
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
GP Interests | ||||||||||||||||
LP Interests
|
|
|
|
|
||||||||||||
Investment Trust
|
|
|
|
|
||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
Balance at July 1, 2022
|
$
|
|
||
Purchases of investments
|
|
|||
Transfers to Level I
|
(
|
)
|
||
Transfer to Investments in Real Estate |
( |
) | ||
Proceeds from sales, net
|
(
|
)
|
||
Return of capital distributions
|
(
|
)
|
||
Written off contingent consideration |
( |
) | ||
Net realized gains
|
|
|||
Net unrealized loss
|
(
|
)
|
||
Ending balance at June 30, 2023
|
$
|
|
Balance at July 1, 2021
|
$
|
|
||
Purchases of investments
|
|
|||
Transfers to Level I
|
(
|
)
|
||
Fair value adjustment on FSP Satellite Corp. units owned prior to consolidation (Note 1) |
( |
) | ||
Proceeds from sales, net
|
(
|
)
|
||
Return of capital distributions
|
(
|
)
|
||
Net realized gains
|
|
|||
Net unrealized gains
|
|
|||
Ending balance at June 30, 2022
|
$
|
|
Asset Type
|
Fair Value
|
Primary Valuation
Techniques
|
Unobservable Inputs Used
|
Range
|
Weighted Average
|
|||||||||
|
|
|
||||||||||||
Non Traded Companies
|
$
|
|
Market Activity
|
Secondary market industry publication
|
||||||||||
|
|
|
||||||||||||
GP Interests
|
|
Direct Capitalization Method
|
Capitalization rate
|
|
|
|
|
|||||||
|
Discount rate
|
|
|
|
|
|||||||||
LP Interests
|
|
Discounted Cash Flow
|
Discount rate
|
|
|
|
|
|||||||
LP Interests
|
|
Estimated Liquidation Value
|
Sponsor provided value
|
|
|
|
|
|||||||
|
$
|
|
|
|
Asset Type
|
Fair Value
|
Primary Valuation
Techniques
|
Unobservable Inputs Used
|
Range
|
Weighted Average |
||||||||||
Non Traded Companies
|
$ |
|
Estimated Liquidation Value
|
Sponsor provided value
|
|||||||||||
Liquidity discount
|
|
|
|
|
|||||||||||
Non Traded Companies
|
|
Market Activity
|
Secondary market industry publication
|
||||||||||||
Contracted purchase of security
|
|||||||||||||||
GP Interests | Market Activity | Contracted purchase price | |||||||||||||
LP Interests
|
|
Direct Capitalization Method
|
Capitalization rate
|
|
|
|
|
||||||||
Liquidity discount
|
|
|
|||||||||||||
LP Interests
|
|
Discounted Cash Flow
|
Discount rate
|
|
|
|
|
||||||||
LP Interest
|
|
Estimated Liquidation Value
|
Sponsor provided value
|
||||||||||||
Liquidity discount
|
|
|
|||||||||||||
LP Interest | Market Activity |
Secondary market industry publication
|
|||||||||||||
Investment Trust
|
|
Direct Capitalization Method
|
Capitalization rate
|
|
|
||||||||||
Liquidity discount
|
|
|
|||||||||||||
$
|
|
Citrus
Park Hotel Holdings,
LLC
|
All Equity Method
Investee Aggregated
|
|||||||
Total Assets
|
$ | $ |
|
|||||
Total Liabilities
|
$ | $ |
|
|||||
Total Equities
|
$ | $ |
|
|||||
Total Revenues
|
$ | $ |
|
|||||
Total Expenses
|
$ | $ |
|
|||||
Total Net Income
|
$ | $ |
|
General Partnership Interests
|
Management Companies
|
Total Purchase Price
|
|||
1300 Main, LP
|
|
$
|
|
||
First & Main, LP
|
|
|
|||
Green Valley Medical Center, LP
|
|
|
|||
Main Street West, LP
|
|
|
|||
Martin Plaza Associates, LP
|
|
|
|||
One Harbor Center, LP
|
|
|
|||
Westside Professional Center I, LP
|
|
|
|||
Woodland Corporate Center Two, LP
|
|
|
|||
Total
|
|
$
|
|
General Partnership Interests
|
Number of
Preferred Units
issued
|
Amount of
Preferred Units
issued
|
Cash
Payments
|
Contingent
liability
|
Total
Purchase
Price
|
|||||||||||||||
1300 Main, LP
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
First & Main, LP
|
|
|
|
|
|
|||||||||||||||
Green Valley Medical Center, LP
|
|
|
|
|
|
|||||||||||||||
Main Street West, LP
|
|
|
|
|
|
|||||||||||||||
Martin Plaza Associates, LP
|
|
|
|
|
|
|||||||||||||||
One Harbor Center, LP
|
|
|
|
|
|
|||||||||||||||
Westside Professional Center I, LP
|
|
|
|
|
|
|||||||||||||||
Woodland Corporate Center Two, LP
|
|
|
|
|
|
|||||||||||||||
Total
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
June 30, 2023
|
June 30, 2022
|
||||||
|
||||||||
Assets
|
||||||||
Real estate assets
|
||||||||
Land
|
$
|
|
$
|
|
||||
Building, fixtures and improvements
|
|
|
||||||
Intangible lease assets
|
|
|
||||||
Less: accumulated depreciation and amortization
|
|
(
|
)
|
|||||
Total real estate assets, net
|
|
|
||||||
Cash
|
|
|
||||||
Investments income, rents and other receivables
|
|
|
||||||
Due from related entities
|
|
|
||||||
Prepaid expenses and other assets
|
|
|
||||||
Allowance for impairment of assets held for sale
|
|
(
|
)
|
|||||
Total assets
|
$
|
|
$
|
|
||||
|
||||||||
Liabilities
|
||||||||
Deferred rent and other liabilities
|
$
|
|
$
|
|
||||
Accounts payable and accrued liabilities
|
|
|
||||||
Total liabilities
|
$
|
|
$
|
|
|
Balance Sheet Classification |
June 30, 2023
|
|||
Right-of-use assets:
|
|
||||
Finance leases
|
|
$
|
|
||
Lease liabilities:
|
|||||
Finance leases
|
Finance lease liabilities
|
$
|
|
June 30, 2023
|
||||
Building, fixtures and improvements
|
$
|
|
||
Accumulated depreciation
|
(
|
)
|
||
Lease Expense
|
$
|
|
|
June 30, 2023
|
|||
Finance lease cost
|
||||
Right-of-use asset amortization
|
$
|
|
||
Interest expense
|
|
|||
Total lease cost
|
$
|
|
Fiscal Year Ending June 30, :
|
Finance Leases
|
|||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
Thereafter
|
|
|||
Total undiscounted lease payments
|
|
|||
Less: Imputed interest
|
(
|
)
|
||
Net lease liabilities
|
$
|
|
June 30, 2023
|
||||
Finance lease weighted average remaining lease term (years)
|
|
|||
Finance lease weighted average discount rate
|
|
%
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
||||
Financing cash flows from finance leases
|
$
|
|
||
Right-of-use assets obtained in exchange for new finance lease liabilities
|
$
|
|
Total Nonconsolidated VIEs
|
As of June 30, 2023
|
As of June 30, 2022 | ||||||
Fair value of investments in VIEs
|
$ |
$
|
|
|||||
Carrying value of variable interests - assets
|
$ |
$
|
|
|||||
Maximum Exposure to Loss:
|
||||||||
Limited Partnership Interest
|
$ |
$
|
|
Asset Management Fee Annual %
|
3.0% |
|
2.0%
|
|
1.5%
|
|
Total Invested
Capital
|
|||||||||
Quarter ended:
|
||||||||||||||||
September 30, 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
December 31, 2022
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
March 31, 2023
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
June 30, 2023
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Quarter ended:
|
||||||||||||||||
September 30, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
December 31, 2021
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
March 31, 2022
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
June 30, 2022
|
$ |
|
$ |
|
$ |
|
$ |
|
Year ended
|
Unpaid as of
|
|||||||||||||||
Types and Recipient
|
June 30, 2023
|
June 30, 2022
|
June 30, 2023
|
June 30, 2022
|
||||||||||||
Asset management fees- the Real Estate Adviser
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Asset acquisition fees- the Real Estate Adviser (3)
|
|
|
|
|
||||||||||||
Administrative cost reimbursements- MacKenzie
|
|
|
|
|
||||||||||||
Transfer agent cost reimbursements - MacKenzie
|
|
|
|
|
||||||||||||
Organization & Offering Cost (2) - MacKenzie
|
|
|
|
|
||||||||||||
Other expenses (1)- MacKenzie and Subsidiary’s GPs
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
(1)
|
|
(2)
|
|
(3)
|
|
• |
CRBT, REEP, Inc.– A has an ownership interest in one of three general partners of a limited partnership which owns one multi-family property located in Frederick, Maryland. During
the year ended June 30, 2023, the series sold the underlying investments, distributed the proceeds to us and dissolved the series. We received total proceeds of $
|
Fiscal Year Ending June 30, :
|
Principal
|
Interest
|
||||||
2024
|
$
|
|
$
|
|
||||
|
||||||||
2025
|
|
|
||||||
|
||||||||
2026
|
|
|
||||||
|
||||||||
Total
|
$
|
|
$
|
|
Fiscal Year Ending June 30, :
|
Principal
|
Interest
|
||||||
2024
|
$
|
|
$
|
|
||||
|
||||||||
2025
|
|
|
||||||
|
||||||||
2026
|
|
|
||||||
|
||||||||
2027
|
|
|
||||||
|
||||||||
2028
|
|
|
||||||
|
||||||||
Thereafter
|
|
|
||||||
|
||||||||
Total
|
$
|
|
$
|
|
Fiscal Year Ending June 30, :
|
Principal
|
Interest
|
||||||
2024
|
$
|
|
$
|
|
||||
|
||||||||
2025
|
|
|
||||||
|
||||||||
Total
|
$
|
|
$
|
|
Fiscal Year Ending June 30, :
|
Principal
|
Interest
|
||||||
2024
|
$
|
|
$
|
|
||||
|
||||||||
2025
|
|
|
||||||
|
||||||||
Total
|
$
|
|
$
|
|
Year Ended
|
Year Ended
|
|||||||
June 30, 2023
|
June 30, 2022
|
|||||||
Net income (loss) attributable to common stockholders
|
$
|
(
|
)
|
$
|
|
|||
Basic and diluted weighted average common shares outstanding
|
|
|
||||||
Basic and diluted earnings per share
|
$
|
(
|
)
|
$
|
|
Period
|
Total Number
of Shares Repurchased |
Average Repurchase
Price Per Share |
Total Repurchase
Consideration
|
|||||||||
During the year ended June 30, 2023
|
||||||||||||
Common stocks
|
||||||||||||
September 1, 2022 through September 30, 2022
|
|
$
|
|
$
|
|
|||||||
December 1, 2022 through December 31, 2022
|
|
|
|
|||||||||
March 1, 2023 through March 31, 2023
|
|
|
|
|||||||||
June 1, 2023 through June 30, 2023
|
|
|
|
|||||||||
|
$
|
|
||||||||||
Preferred stocks
|
||||||||||||
April 1, 2023 through April 30, 2023
|
|
$
|
|
$
|
|
Period
|
Total Number
of Shares Repurchased |
Average Repurchase
Price Per Share |
Total Repurchase
Consideration
|
|||||||||
During the year ended June 30, 2022
|
||||||||||||
December 22, 2021
|
|
$
|
|
$
|
|
|||||||
January 6, 2022 through March 31, 2022
|
|
|
|
|||||||||
June 1, 2022 through June 30, 2022
|
|
|
|
|||||||||
|
$
|
|
|
Dividends
|
|||||||||||||||
|
Common Stock
|
Preferred Stock
|
||||||||||||||
During the Quarter Ended
|
Per Share
|
Amount
|
Per Share
|
Amount
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
Dividends
|
||||||||||||||||
Class A Units
|
Preferred Units
|
|||||||||||||||
During the Quarter Ended
|
Per Share
|
Amount
|
Per Share
|
Amount
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|
Dividends
|
|||||||||||||||
|
Common stock
|
Preferred stock
|
||||||||||||||
During the Quarter Ended
|
Per Share
|
Amount
|
Per Share
|
Amount
|
||||||||||||
|
$
|
|
*
|
$
|
|
$
|
|
$
|
|
|||||||
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|
|
Initial Costs
|
Subsequent Acquisition
|
Subsequent Disposal
|
Gross Amount Carried at
|
|||||||||||||||||||||||||||||||||
Property:
|
Acquisition Date
|
Encumbrances at
June 30, 2023 |
Land
|
Building &
Improvements |
Land
|
Building &
Improvements |
Land
|
Building &
Improvements |
June 30, 2023
|
Accumulated
Depreciation |
||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||
Commodore Apartment Building
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
||||||||||||||||||
The Park View Building
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|||||||||||||||||||||||||||
Hollywood Property
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|||||||||||||||||||||||||||
Shoreline Apartments
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|||||||||||||||||||||||||||
Satellite Place
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|||||||||||||||||||||||||||
MRC Aurora (f/k/a WW Land)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
First & Main Office Building | ( |
) | ||||||||||||||||||||||||||||||||||||
1300 Main Office Building | ( |
) | ||||||||||||||||||||||||||||||||||||
Woodland Corporate Center | ( |
) | ||||||||||||||||||||||||||||||||||||
Main Street West Office Building | ( |
) | ||||||||||||||||||||||||||||||||||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
|
Year Ended June 30,
|
|||||||
Real Estate
|
2023
|
2022
|
||||||
Balance at the beginning of the year
|
$
|
|
$
|
|
||||
Additions - acquisitions
|
|
|
||||||
Disposals
|
|
(
|
)
|
|||||
Reclassified to assets held for sale
|
|
(
|
)
|
|||||
Balance at the end of the year
|
$
|
|
$
|
|
||||
|
||||||||
Accumulated Depreciation
|
||||||||
Balance at the beginning of the year
|
$
|
|
$
|
|
||||
Depreciation expense
|
|
|
||||||
Disposals
|
|
(
|
)
|
|||||
Reclassified to assets held for sale *1
|
|
(
|
)
|
|||||
Balance at end of the year
|
$
|
|
$
|
|
*1
|
|
MACKENZIE REALTY CAPITAL, INC.
|
|||
(Registrant)
|
|||
By:
|
/s/ Robert Dixon | ||
Robert Dixon
|
|||
Chief Executive Officer
|
|||
Date:
|
September 28, 2023 |
Signature
|
Title
|
Date
|
/s/ Robert Dixon
|
Chief Executive Officer
|
September 28, 2023
|
Robert Dixon
|
(Principal Executive Officer)
|
|
/s/ Angche Sherpa
|
Chief Financial Officer
|
September 28, 2023
|
Angche Sherpa
|
(Principal Financial and Accounting Officer)
|
|
/s/ Chip Patterson
|
Director
|
September 28, 2023
|
Chip Patterson
|
||
/s/ Tim Dozois
|
Director
|
September 28, 2023
|
Tim Dozois
|
||
/s/ Tom Frame
|
Director
|
September 28, 2023
|
Tom Frame
|