MKZR 10-K & 10-Q changes, risk factors and insider trading
MacKenzie Realty Capital, Inc. · Nasdaq · Real Estate Investment Trusts · CIK 1550913 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The fees payable to our Real Estate Adviser under the amended Advisory Management Agreement effective January 1, 2026 may cause our Real Estate Adviser's economic interests to diverge from the interests of our stockholders.”
New heading “Risks Relating to Our Common Stock, Nasdaq Listing and Liquidity”
New heading “We may be unable to satisfy the continued listing standards of The Nasdaq Capital Market, and our common stock could be delisted.”
Removed heading “Risks Related to Investing in Real Estate”
Removed heading “Risks Related to Our Financial Position”
Removed heading “Risks Related to Our Business Operations and Strategy”
Removed heading “Risks Related to Our Organization and Corporate Structure”
Removed heading “Risks Related to Conflicts of Interest”
Removed heading “Risks Associated with Debt Financing”
Removed heading “Risks Related to Our Taxation as a REIT”
Largest changes
“Our common stock is listed on The Nasdaq Capital Market. To maintain that listing, we must satisfy Nasdaq’s continued listing standards, which include a minimum bid price of $1.00 per share, a minimum stockholders’ equity requirement, a minimum market value of publicly held shares, a minimum public float and other quantitative and qualitative requirements. There can be no assurance that our common stock will continue to satisfy the minimum bid price rule or Nasdaq’s other continued listing standards. If we fail to satisfy any of these requirements, Nasdaq may commence delisting procedures. …”see in full comparison
“We may be unable to satisfy the continued listing standards of The Nasdaq Capital Market, and our common stock could be delisted.”see in full comparison
“Risks Relating to Our Common Stock, Nasdaq Listing and Liquidity”see in full comparison
“The fees payable to our Real Estate Adviser under the amended Advisory Management Agreement effective January 1, 2026 may cause our Real Estate Adviser's economic interests to diverge from the interests of our stockholders.”see in full comparison
Full comparison: every changed paragraph (22)
Risks Related to Investing in Real Estate
Risks Related to Our Financial Position
Risks Related to Our Business Operations and Strategy
Risks Related to Our Organization and Corporate Structure
Risks Related to Conflicts of Interest
Risks Associated with Debt Financing
Risks Related to Our Taxation as a REIT
We expect to diversify our investments and expect that our real estate investments will be located throughout the United States. However, our investments may nonetheless result in significant
concentration in one or more target markets. Our largest concentrations of investments are in California and Georgia. Adverse conditions (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) in the
the areas where our investments are located and/or concentrated, including any cities or towns within such target States, and local real estate conditions (such as oversupply of, or reduced demand for, office, industrial, retail or multifamilymulti-family
properties) may have an adverse effect on the value of our investments. A material decline in the demand or the ability of tenants to pay rent, or the general market for sales of multi-family properties in such geographic areas may result in a
material decline in our cash available for distribution to our stockholders.
Our Hollywood Apartments building has variable interest rate debt but has an interest rate cap which has mitigated and we believe will continue to mitigate the effect of rising interest rates. We
have other loans that become floating rate loans after an initial period of years. If interest rates do not decrease before the initial period ends our interest costs on those loans will increase after the initial period.
Before making an investment, our Advisers will assess the strengths and weaknesses of a target investment property. The Advisers will also consider other factors and characteristics that are material
material to the performance of the investment. Such other factors may include the pricing trends for similar properties in the area where the target investment property is located. In making such assessments and otherwise conducting customary
due diligence,
our Advisers reliesrely on resources available to them and, in some cases, an investigation by third parties. There can be no assurance that our Advisers’ due diligence process will uncover all relevant facts or that any investment
will be successful.
Currently, our investments are concentrated in nine commercial real estate properties and fourfive multi-family residential apartment properties, located primarily in the Oakland-San Francisco Bay
area in
California. If, due to factors such as lack of adequate capital, or the unavailability of suitable investment opportunities, we acquire relatively few properties or acquire properties or investments that are significant (in terms of capital
capital invested) to our overall asset size, we may be unable to reduce the degree of concentration of our portfolio, which could increase the risk of loss to stockholders if a default or other problem arises.
We are dependent on our Advisers and their affiliates to manage our operations and acquire and manage our portfolio of real estate assets. Under the direction of our Board of Directors, and
subject to
our investment guidelines, our Advisers makes all decisions with respect to the management of our company. Our Advisers depend upon the fees and other compensation they receive from us, and upon their ability to attract and retain skilled
skilled personnel, in carrying out these functions. Any adverse changes in the financial or operational condition of our Advisers and their affiliates, or in our relationship with our Advisers, could hinder itstheir ability to successfully manage our
our operations and our portfolio of investments, which would adversely affect us and our stockholders.
The fees payable to our Real Estate Adviser under the amended Advisory Management Agreement effective January 1, 2026 may cause our Real Estate Adviser's economic interests to diverge from the interests of our stockholders.
Effective January 1, 2026, we amended our Advisory Management Agreement with the Real Estate Adviser. Under the amended agreement, we pay the Real Estate Adviser (i) a base management fee equal to 1.25% per annum of our gross assets under management (excluding depreciation and amortization), computed monthly based on our reported quarter-end gross assets, and (ii) a bonus management fee equal to 5% of our adjusted funds from operations, or AFFO, for each quarter. The amended agreement has a five-year term that renews automatically each year unless we deliver a timely non-renewal notice, and requires us to pay a substantial early termination fee if we terminate the agreement other than for cause. Because our Real Estate Adviser is an affiliate of ours and of our other Advisers and executive officers, and because the Real Estate Adviser advises us on acquisitions, dispositions, financings and other strategic transactions, the following features of these fee arrangements create inherent conflicts of interest that may result in decisions that are not aligned with our stockholders’ interests:
To qualify as a REIT, we generally will be required to distribute at least 90% of our annual taxable income (determined without regard to the dividends paid deduction and excluding any net capital
gain) to our stockholders in each taxable year, limiting our ability to retain internally generated cash. Accordingly, our ability to acquire properties or to make capital improvements to or remodel properties will depend on our ability to obtain
obtain debt or equity financing from third parties or the sellers of properties. If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the
risk of
being unable to refinance the properties when the debt becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our income could be reduced. The interest rate may
increase on
some of our fixed-rate debt after the initial fixed rate period. If any of these events occurs,occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to stockholders and may hinder our ability
to raise
additional capital.
If the IRS were to successfully challenge the status of the Operating PartnershipPartnership, MAC, MAC OP or any other partnership in which we invest as a partnership or disregarded entity for U.S. federal income tax purposes,
purposes, such partnerships could be subject to an entity level tax and could, depending on the circumstances, jeopardize our ability to qualify as a REIT.
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.
Our operating results depend, in large part, on generating revenues from leases to residential or commercial tenants, which in turn requires tenants to generate sufficient income to pay their
rents in a timely
manner. TheAny marketlocal, andregional, economicnational challengesor createdinternational byoutbreak theof COVID-19a pandemic,contagious anddisease measuresor implementedother topublic preventhealth itsemergency spread,— including any resurgence of COVID-19, or new strains of influenza, coronaviruses or other pathogens — could adversely affected
affect our operations and, as a result, our ability to make distributions to our
stockholders or to realize appreciation in the value of our investments. AnySuch future local, regional, national or international outbreak of a contagious disease, including COVID-19 and its variants, MERS, SARS, H1N1 influenza virus, avian flu
or any other similar illness,events could result in further increases in unemployment, decrease the willingness of
customers to patronize our tenants’ retail facilities, discourage residents from renting in our multi-family communities, cause
shortages of employees to staff our tenants’ operations, interrupt supplies from third parties upon which our
tenants rely, cause us or our tenants to temporarily close one or more of our properties, result in governmental regulation
adversely impacting our or our tenants’ businesses and otherwise have a material adverse effect on our business,
financial condition and results of operations, especially where a tenant may be unwilling or unable to pay rent in full on a
timely basis. In some cases, the companies in which we have invested may have to restructure tenants’ rent
obligations, and they may not be able to do so on terms as favorable to us as those currently in place. Numerous state, local, federal,
and industry-initiated efforts may also affect property owners’ ability to collect rent or enforce
remedies for the failure to pay rent. This may lead to reduction or cancellation of distributions, which will in turn effectaffect our ability to pay
our expenses and to pay distributions to our shareholders.
During the period beginning June 2021 and ending December 2021, in an offering pursuant to our registration statement on Form N-2, we made sales of securities under our dividend reinvestment
program pursuant to a
deficient registration statement (which registrantregistration statement became deficient by virtue of our inadvertently failing to amend the registration statement to include the then-current audit report of our auditors).
Consequently, the offer and sale
of securities pursuant to the Form N-2 may have failed to comply fully with Section 5 of the Securities Act which may trigger a right of rescission under the Securities Act for investors that purchased shares of
our common stock during this
period under our dividend reinvestment program.
Risks Relating to Our Common Stock, Nasdaq Listing and Liquidity
We may be unable to satisfy the continued listing standards of The Nasdaq Capital Market, and our common stock could be delisted.
Our common stock is listed on The Nasdaq Capital Market. To maintain that listing, we must satisfy Nasdaq’s continued listing standards, which include a minimum bid price of $1.00 per share, a minimum stockholders’ equity requirement, a minimum market value of publicly held shares, a minimum public float and other quantitative and qualitative requirements. There can be no assurance that our common stock will continue to satisfy the minimum bid price rule or Nasdaq’s other continued listing standards. If we fail to satisfy any of these requirements, Nasdaq may commence delisting procedures. Any future delisting could, among other things, reduce the liquidity and market price of our common stock, cause us to lose our eligibility to use Form S-3 to register the offer and sale of our securities on a shelf basis, make it more difficult and expensive for us to raise capital, and result in “events of default” or other adverse consequences under our existing financings.
Management's Discussion & Analysis (MD&A)
New heading “Commercial Properties:”
New heading “Residential Properties:”
New heading “Material Changes in Financial Condition”
New heading “Real estate assets”
New heading “Mortgage notes payable, net”
New heading “Commercial Properties”
New heading “The commercial properties owned by us during the Fiscal Years Ended June 30, 2026 (“Fiscal 2026”) and June 30, 2025 (“Fiscal 2025”) are as follows:”
New heading “Other operating expenses:”
New heading “Residential Properties”
New heading “The residential properties owned by us during Fiscal 2026 and 2025 are as follows:”
New heading “Rental, reimbursements and other property income:”
New heading “Property operating and maintenance expenses:”
New heading “Depreciation and amortization:”
New heading “Interest expense:”
New heading “Other operating expenses:”
New heading “Corporate and Other”
New heading “The corporate and other operations during Fiscal 2026 and 2025 are as follows:”
New heading “Other operating expenses:”
New heading “Non-GAAP Financial Measures”
Removed heading “Aurora Land Development (known as the Aurora at Green Valley)”
Removed heading “Comparison of the Fiscal Years Ended June 30, 2025 (“Fiscal 2025”) and June 30, 2024 (“Fiscal 2024”). The commercial and residential properties owned by us during Fiscal 2025 and 2024 are as follows:”
Largest changes
“Consistent with the current definition established by NAREIT, FFO is defined as net income (loss), computed in accordance with GAAP, excluding gains or losses from sales of depreciable real estate and impairment write-downs of depreciable real estate, plus depreciation and amortization related to real estate assets.”see in full comparison
Main Street West Office Building contains 38,135 square feet, of which approximatelysee in full comparison32,70032,600 square feet is office space and the remainder is designated as retail space. As of June 30,2025,2026, thetheproperty is53%97% occupied by89 tenants. AUL Corporation elected to terminate its lease as of February 3, 2025.During the year ended June 30, 2025, we recorded an impairment loss of $9,500,167 on Main Street West Office Building due to the early lease termination of AUL Corporation, and the foreclosure proceedings due to maturity default of the debt secured by the property. On March 25, 2025, the Company entered into the Forbearance Agreement with the Prior Lender and as part of the Forbearance Agreement, the Company paid down $5 million on the loan and took control of the property from the receiver in April 2025. The loan from the Prior Lender was paid off in June 6, 2025, with the proceeds from a new loan from EverTrust Bank.The following table shows the largest tenants and square footage occupied:
During the year ended June 30, 2026, we recorded an impairment loss on assets held for sale of $1,687,783, which is discussed in Note 5. During the year ended June 30, 2025,see in full comparisonwe recorded an impairment loss of $9,500,167, with respect to our Main Street West Office Buildingdue to an early lease termination by the anchor tenantandmaturityatdefaultour Main Street West Office Building, we recognized an accumulated impairment loss ofthe debt secured by the property.$9,500,167. We utilizedthe inputs fromarecentthird-party appraisaland potential new leasesto estimate the fair value of the propertytoand determine the impairment amount. We consider these inputs as Level3III measurements within the fair value hierarchy.
“Interest expense for the year ended June 30, 2025 was $8.52 million, of which $5.02 million was incurred on the mortgage notes payable associated with our nine commercial properties, $3.12 million was incurred on the mortgage notes payable associated with our four residential properties and the debt on Campus Lane Land, and $0.38 million was incurred on the line of credit agreement of the Company. …”see in full comparison
“Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratory space is occupied by Agtech Innovation. Beginning October 2025, the property has been marketed for sale. Accordingly, Woodland Corporate Center is classified as an asset held for sale as of June 30, 2026. During the year ended June 30, 2026, we recorded an impairment loss on assets held for sale of $1,687,783 on Woodland Corporate Center which was our only asset held for sale. …”see in full comparison
“The $14.74 million note payable on Main Street West matured on November 1, 2024. Following a default, the bank initiated foreclosure proceedings in January 2025 and a court-appointed receiver took control of the property in February 2025. On March 25, 2025, the Company entered into a Forbearance Agreement with the Prior Lender. As part of the Forbearance Agreement, the Company paid down $5 million on the loan and regained control of the property from the receiver in April 2025. …”see in full comparison
Full comparison: every changed paragraph (137)
As of June 30, 2025,2026, we owned interests in various real estate limited partnerships and REITsREITs. thatIn areaddition, listedwe in the “Investments, at fair value” in the table below. We also owned variousheld investments in
entities that own real estate whichwhere gavewe ushave enoughsufficient control such that for
the investments areto notbe securitiesconsidered non-securities for 1940purposes of the Investment Company Act purposes,of 1940, but not enough control to consolidaterequire theconsolidation of their financial statements of such entities with ourours. own;These theseinvestments are listed belowreported as
“Equity method
investments, at fair valuevalue.”. The following table summarizes the composition of our investments at fair value as of June 30, 20252026 and 20242025:
In addition to our investment securities, we currently own and manage nine commercial real estate properties: Satellite Place Office Building located in Duluth, GA, 1300 Main Office Building, First
First & Main Office Building and Main Street West Office Building located in Napa, CA, Woodland Corporate Center located in Woodland, CA, 220 Campus Lane Office Building, Green Valley Medical Center and Green Valley Executive Center
located in
Fairfield, CA and One Harbor Center located in Suisun, CA and fourfive residential apartments: Aurora at Green Valley located in Fairfield, CA, Commodore Apartments and The Park View Apartments, located in Oakland, CA, Hollywood Apartments located in
Los Angeles, CA, and the
Shoreline Apartments located in Concord, CA.
Aurora at Green Valley is owned through our subsidiary MRC Aurora. 1300 Main Office Building, First & Main Office Building, Main Street West Office Building, Woodland Corporate Center, Hollywood Apartments,
Shoreline Apartments and Green Valley Medical
Center are owned through our subsidiary, the Operating Partnership; the Commodore Apartments areis owned through our subsidiary, Madison; The Park View Apartments is owned through our subsidiary, PVT and
Satellite Place Office Building is
are owned through our subsidiary, MacKenzie Satellite Place Corp.Satellite. In August 2024, the Company listed Hollywood Apartments for sale. However, as of February 1,October 2025, we discontinuedlisted marketingWoodland Corporate Center Two for sale, and in September 2026, we entered into a purchase and sale agreement with a third party to
sell the propertyproperty. forThe sale andis optedsubject to retaincustomary ownership
andclosing continue operations. Therefore, as of June 30, 2025, it no longer qualified as held for sale.conditions.
We use occupancy rate as a key performance indicator to evaluate the performance of our real estate properties. Average occupancy rates on our commercial and residential properties are 65% and 90%, respectively, as of the measurement date. We believe occupancy rate provides investors with a useful measure of the revenue-generating capacity of our portfolio. Management uses occupancy rate to monitor leasing progress, identify re-leasing risk, and compare portfolio performance across periods.
In connection with the formation of MAC, MAC OP was established as the operating partnership through which substantially all of MAC’s business is conducted. The contributed properties and development project are held through subsidiaries of MAC OP, which directly or indirectly owns and operates a portfolio of five residential properties and one development project. MAC owns all of the limited partnership units of MAC OP except for one unit owned by the Operating Partnership and is the sole general partner of MAC OP.
Commercial Properties:
The following commercial properties are owned through subsidiaries of the Operating Partnership:
Main Street West Office Building contains 38,135 square feet, of which approximately 32,70032,600 square feet is office space and the remainder is designated as retail space. As of June 30, 2025,2026, the
the property is 53%97% occupied by 89 tenants. AUL Corporation elected to terminate its lease as of February 3, 2025. During the year ended June 30, 2025, we recorded an impairment loss of $9,500,167 on Main Street West Office Building due to
the early lease termination of AUL Corporation, and the foreclosure proceedings due to maturity default of the debt secured by the property. On March 25, 2025, the Company entered into the Forbearance Agreement with the Prior Lender and as
part of the Forbearance Agreement, the Company paid down $5 million on the loan and took control of the property from the receiver in April 2025. The loan from the Prior Lender was paid off in June 6, 2025, with the proceeds from a new loan
from EverTrust Bank. The following table shows the largest tenants and square footage occupied:
Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratory space is occupied by Agtech Innovation. Beginning October 2025, the property has been marketed for sale. Accordingly, Woodland Corporate Center is classified as an asset held for sale as of June 30, 2026. During the year ended June 30, 2026, we recorded an impairment loss on assets held for sale of $1,687,783 on Woodland Corporate Center which was our only asset held for sale. The impairment was primarily attributable to the estimated fair value of the property being below its carrying value. In determining the estimated fair value as of June 30, 2026, we considered a third-party appraisal of the property and the purchase price being negotiated with a prospective third-party buyer. Based on our assessment of the anticipated sale, we used the negotiated purchase price in our June 30, 2026 impairment analysis. In September 2026, the Company entered into a purchase and sale agreement with a third party to sell Woodland Corporate Center, subject to customary closing conditions.
Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratory space is occupied by Agtech Innovation.
As of June 30, 2025,2026, the property is 91%100% occupied by 1314 tenants. The following table shows the largest tenants and square footage occupied:
Commodore Apartments is a mid-rise apartment building built in 1912 and has 48 units. As of June 30, 2025, Commodore Apartments is approximately 97.9% occupied. The Park View Apartments is
also a mid-rise apartment building built in 1929 and has 39 units. As of June 30, 2025, The Park View Apartments is approximately 94.9% occupied. Hollywood Apartments, located in Los Angeles, CA, is a mid-rise apartment building built in
1917 and has 54 units. The property contains approximately 38,000 square feet of net rentable apartment area and 8,610 square feet of retail space. All of the retail space is currently occupied by restaurants and nightclubs. The apartment
units are 87.0% occupied as of June 30, 2025. Shoreline Apartments is a mid-rise apartment building built in 1967 and renovated in 2015 which has 84 units. As of June 30, 2025, Shoreline Apartments building is approximately 92.9% occupied.
The following table provides information regarding each of the residential properties:
Our 220 Campus Lane Office Building was purchased in September 2023. The office buildingproperty was vacant at the time of ouracquisition. purchase.Following Currently,the acquisition, we are in the process of renovatingrenovated the building and commenced leasing
marketing it for lease.activities. As of June 30, 2025,2026, 7the building was approximately 26% leased, with four tenants areoccupying leasingan spaceaggregate totalingof 12,58311,246 square feet or 29.1% of the building.feet. The annualized base rent forfrom these tenants istotals $416,546.approximately $363,648.
Residential Properties:
Effective January 1, 2026, the Company contributed all of its multi-family residential properties, consisting of Commodore Apartments, The Park View Apartments, Hollywood Apartments, Shoreline Apartments and Aurora at Green Valley, as well as the Blue Ridge development project, to MAC. The contributed properties and development project are held through subsidiaries of MAC OP, through which substantially all of MAC’s business is conducted. MAC owns all of the limited partnership units and is the sole general partner of MAC OP.
Commodore Apartments is a mid-rise apartment building built in 1912 and has 48 units. As of June 30, 2026, Commodore Apartments is approximately 89.6% occupied.
The Park View Apartments is also a mid-rise apartment building built in 1929 and has 39 units. As of June 30, 2026, The Park View Apartments is approximately 89.7% occupied.
Hollywood Apartments, located in Los Angeles, CA, is a mid-rise apartment building built in 1917 and has 54 units. The property contains approximately 38,000 square feet of net rentable apartment area and 8,610 square feet of retail space. All of the retail space is currently occupied by restaurants and nightclubs. As of June 30, 2026, the apartment units are 88.9% occupied.
Shoreline Apartments is a mid-rise apartment building built in 1968 and renovated in 2015 which has 84 units. As of June 30, 2026, Shoreline Apartments building is approximately 89.3% occupied.
Aurora at Green Valley is a newly constructed multi-family residential community consisting of 72 units across three buildings, along with a clubhouse. The project was financed through $10 million of preferred equity capital (including $7.23 million from outside investors) and a $17.15 million construction loan from Valley Strong Credit Union. The clubhouse opened in mid-June 2025 for pre-leasing activity. Construction of the residential buildings was completed in phases. The first residential building was completed in July 2025, with leasing commencing in August 2025. The remaining two buildings were completed in August and September 2025, with leasing commencing shortly thereafter. As of June 30, 2026, the property was approximately 93.1% occupied. As of the date of this report, the property is 100% leased.
The following table provides information regarding each of the residential properties as of June 30, 2026:
In addition to our commercial and residential real estate properties, we own two parcels of land: a vacant parcel adjacent to the 220 Campus Lane Office Building in Fairfield, California
(“Campus Lane Land”) and a vacant parcel at 5000 Wiseman Way in Fairfield, California (“Aurora Land”). These parcels were acquired with the objective of developing multi-family residential communities and are owned by the Operating
Partnership through its subsidiaries, Campus Lane Residential and MRC Aurora. These development projects are further discussed below.
Aurora Land Development (known as the Aurora at Green Valley)
We are actively constructing a multi-family residential community on this land which will include 72 units in three buildings, and a club house. The city’s planning commission approved our
development project in September 2023, and we obtained all necessary building permits in August 2024 and the building construction commenced in September 2024. Construction is progressing on schedule and on budget.
The clubhouse opened in mid-June 2025 for pre-leasing activities. The first residential building was completed and received its certificate of occupancy in July 2025. Leasing of this building
began in August 2025, and as of this report, 22 units have been leased, with current occupancy of 30.56% of the total 72 units. The remaining two buildings were completed and received certificates of occupancy in early September 2025. The
leasing of the remaining two buildings is expected to commence in the coming weeks.
The construction of this project was financed through $10 million of preferred capital (including $7.23 million from outside investors) and a $17.15 million construction loan from Valley
Strong Credit Union. As of the date of this report, we have borrowed $13.29 million from the construction loan.
In addition to our commercial and residential real estate properties, we own a vacant parcel adjacent to the 220 Campus Lane Office Building in Fairfield, California (the “Campus Lane Land”). This parcel of land was acquired with the objective of developing a multi-family residential community and is owned by the MAC OP through its subsidiary, Campus Lane Residential, LLC (“Campus Lane Residential”).
We acquired the Campus Lane Land in September 2023 with the long-term objective of developing it into a multi-family residential community. We are preparing to launch thisThis project, known as Blue Ridge, which
willis expected to consist of 84 luxury multi-family units in Solano County, one of the fastest-growing counties in California. The entitlement
process for the vacant land is currently underway.on-going. Our goal is to commence
construction in springfall 20262027; however, this is subject to the city’s approval of our development application submitted in April 2024 and to securing the necessary financial resources.
The WeCompany areis currently evaluating potential development and financing
alternatives structures for the project, including discussions with a third-party developer pursuant to fundwhich the Company may contribute the land and the third party may arrange
construction financing and development ofcapital thisfor the project.
We currently do not have plans for any other major renovation or development of any properties except for our 220 Campus Lane Office Building, the Aurora at Green Valley and Blue Ridge, as discussed above.
Each property is being held for income generation and
potential value appreciation through increased occupancy and/or rental rates. We maintain property and liability insurance policies on all properties, which we believe are adequate and
in line with industry standards.
Material Changes in Financial Condition
Real estate assets
During the year ended June 30, 2026, total real estate assets, net decreased by $11.84 million. The decrease was attributable to the reclassification of $11.71 million of net real estate assets related to Woodland Corporate Center Two to assets held for sale as of June 30, 2026, and to $9.27 million of additional depreciation and amortization. These decreases were partially offset by $9.14 million of real estate additions, including $6.39 million related to the capitalization of additional construction costs at Aurora at Green Valley.
Mortgage notes payable, net
During the year ended June 30, 2026, the Company borrowed an additional $10.55 million on the MRC Aurora construction loan from Valley Strong Credit Union, primarily to fund building expenditures associated with the completion of Aurora at Green Valley. During the year ended June 30, 2026, the Company also entered into a $12.24 million loan agreement with Meriwest Credit Union on April 6, 2026 to refinance its $10.37 million prior loan with Exchange Bank, which is secured by the First & Main Office Building.
The broader economy has been experiencing increased levels of inflation, higher interest rates and tightening monetary and fiscal policies. TheWhile the Federal Reserve increasedbegan reducing the federal funds
rate
multiple times in 2022 and 2023 then paused hikes in the earlier part of 2024 before implementing rate cuts in the fourth quarter.quarter of 2024 and continued reducing the rate during 2025, interest rates remain elevated compared to recent historical levels, which continues to impact real estate valuations and financing costs. We currently have fixed and
variable interest rates for our loans. The rise in overall interest rates caused
an increase in our variable-rate borrowing costs resulting in an increase in interest expense. The cumulative effect of the prior rate increases may adversely impact
real estate asset values. In addition, a prolonged period of high and
persistent inflation has increased our operating costs and could cause an increaseresult in ourfurther expenses.increases. The current market and economic conditions could have a material impact on our
business, cash flow and results of operations. It could also impact our ability to find suitable
acquisitions, sell properties, and raise equity and debt capital.
Results of Operations:
Commercial Properties
The commercial properties owned by us during the Fiscal Years Ended June 30, 2026 (“Fiscal 2026”) and June 30, 2025 (“Fiscal 2025”) are as follows:
Comparison of the Fiscal Years Ended June 30, 2025 (“Fiscal 2025”) and June 30, 2024 (“Fiscal 2024”). The commercial and residential properties owned by us during Fiscal
2025 and 2024 are as follows:
During the year ended June 30, 2026, we generated $13.07 million in rental and reimbursements revenues from our nine commercial properties, compared to $16.17 million during the year ended June 30, 2025. The $3.10 million decrease was primarily attributable to a $3.59 million decrease in rental and other property income at our Satellite Place Office Building, primarily due to approximately $3.0 million of lease termination income recognized in the 2025 period related to the early termination of a tenant’s lease in December 2024. The decrease at Satellite Place was partially offset by a $0.23 million increase in rental income at our Main Street West Office Building, as most of the space vacated following an early lease termination in February 2025 was re-leased to Napa County effective January 1, 2026.
Rental and reimbursement revenues are generated from our commercial and residential real estate properties. During the year ended June 30, 2025, we generated $22.06 million in rental and
reimbursements revenues, of which $16.17 million was generated from our nine commercial properties and $5.89 million was generated from our four residential properties. During the year ended June 30, 2024, we generated $15.74 million in
rental and reimbursements revenues, of which $9.82 million was generated from our eight commercial properties and $5.92 million was generated from our four residential properties. The total increase in rental revenues was mainly due to the
acquisition of one office building (Green Valley Medical Center) since June 30, 2024, and an early lease termination income of $3 million received from one of the tenants at our Satellite Place Office Building in December 2024.
Investment income was made up of dividends, distributions from operations, distributions from sales/capital transactions, interest, and other investment income. Total investment income for the
years ended June 30, 2025 and 2024 were $0.07 million and $0.85 million, respectively. During the year ended June 30, 2025, we received minimal distributions from operations, sales, and liquidations as compared to $0.27 million received
during the year ended June 30, 2024. The decrease was mainly due to the decrease in distributions received from investments. During the year ended June 30, 2025, we received dividends, interest, and other investment income of $0.07 million
as compared to $0.58 million received during the year ended June 30, 2024. This decrease was mainly due to decrease in interest income from our cash deposits in money market funds during the year ended June 30, 2025, as we withdrew all of
the deposits during 2024.
Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other
administrative expenses incurred in the operation of our commercial and residential real estate assets. During the year ended June 30, 2025,2026, we incurred operating and maintenance expenses of $7.39 million, of which $4.65$4.90 million were
incurred in the operation of our nine commercial properties,
compared $2.73to $4.65 million were incurred in the operation of our four residential properties and $0.01 million were incurred in the operation of the Operating Partnership. Duringduring the year
ended June 30, 2024, we incurred operating and maintenance expenses of $6.52 million, of which $3.78 million were incurred in the operation of our eight commercial properties, $2.73 million were incurred in the operation of our four
residential properties and $0.01 million were incurred in the operation of the Operating Partnership.2025. The increase in the operating expenses was mainly due to thehigher acquisitionutilities ofcosts oneand newreal officeestate building (Green Valley Medical Center) in
August 2024.taxes.
During the year ended June 30, 2025,2026, we recorded depreciation and amortization of $11.43 million, of which $9.24$6.09 million was attributable to the depreciation and amortization of real estate
and intangible assets of our nine commercial properties and $2.19 million was attributable to our four residential properties. During the year ended June 30, 2024, we recorded depreciation and amortization of $7.15 million, of which $4.98
million was attributable to the depreciation and amortization of real estate and intangible assets of our eight nine
commercial propertiesproperties, and $2.17 million was attributablecompared to our four residential properties. The increase in total depreciation
and amortization of $4.28$9.24 million during the year ended June 30, 2025,2025. The decrease in total depreciation and amortization of $3.15 million was mainly due to the acquisitionimpairment of oneassets newrelated officeto buildingour (GreenMain ValleyStreet MedicalWest Center)Office inBuilding
and August 2024 andthe write-off of tenant improvements, leasehold improvements, lease commissions, and
in-place lease related to our Satellite Place Office Building due to an early lease termination of its anchor tenant in December 2024. The decrease was also
due to the classification of the Woodland Corporate Center Two building as held for sale in October 2025, upon which depreciation and amortization ceased.
During the year ended June 30, 2026, we recorded $4.84 million of interest expense related to mortgage notes payable associated with the Company’s nine commercial properties, compared to $5.02 million during the year ended June 30, 2025.
The decrease of $0.19 million was primarily due to lower interest expense resulting from the Main Street West loan refinancing in May 2025. The decrease was partially offset by higher interest expense resulting from the First & Main loan paying higher interest rates between the old loan’s maturity and the new refinancing in April 2026.
Other operating expenses:
Other operating expenses include professional fees, printing and mailing, and other general and administrative expenses. During the year ended June 30, 2026, we recorded $0.60 million of other operating expenses associated with the Company’s nine commercial properties, compared to $0.89 million during the year ended June 30, 2025. The decrease in other operating expenses was mainly due to lower legal and professional fees at our Main Street West Office Building. During the year ended June 30, 2025, Main Street West incurred additional legal and professional fees while the property was under a court-appointed receiver.
Residential Properties
The residential properties owned by us during Fiscal 2026 and 2025 are as follows:
Rental, reimbursements and other property income:
During the year ended June 30, 2026, we generated $6.94 million in rental and reimbursements revenues from our five residential properties, compared to $5.89 million from our four residential properties during the year ended June 30, 2025. The increase in rental revenues was mainly due to the completion of the Aurora at Green Valley in July 2025 and the commencement of leasing in August 2025.
Expenses:
Property operating and maintenance expenses:
Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other administrative expenses incurred in the operation of our residential real estate assets. During the year ended June 30, 2026, we incurred operating and maintenance expenses of $3.18 million in the operation of our five residential properties, compared to $2.73 million in the operation of our four residential properties during the year ended June 30, 2025. The increase in the operating expenses was mainly due to the completion of Aurora at Green Valley in July 2025 and the commencement of leasing in August 2025. Aurora at Green Valley consists of three residential buildings and a clubhouse, resulting in additional operating costs during the 2026 period.
Depreciation and amortization:
During the year ended June 30, 2026, we recorded depreciation and amortization of $3.05 million attributable to the depreciation and amortization of real estate and intangible assets of our five residential properties, compared to $2.19 million on our four residential properties during the year ended June 30, 2025. The increase in total depreciation and amortization of $0.86 million was mainly due to the completion of Aurora at Green Valley in July 2025 and the commencement of leasing in August 2025, which resulted in additional depreciation and amortization during the 2026 period.
Interest expense:
During the year ended June 30, 2026, we recorded $3.36 million related to mortgage notes payable associated with the Company’s five residential properties and debt on the Campus Lane Land, compared to $3.12 million related to the Company’s four residential properties and debt on the Campus Lane Land during the year ended June 30, 2025. During the year ended June 30, 2026, $0.19 million of interest incurred on the Aurora construction loan and the Blue Ridge loan was capitalized. During the year ended June 30, 2025, $0.14 million of interest incurred on the Aurora construction loan and the Blue Ridge loan was capitalized.
The $0.25 million increase was primarily due to $1.26 million of interest expense and loan fee amortization related to the Aurora at Green Valley construction loan following the completion of construction in July 2025. Prior to the completion of Aurora at Green Valley, interest expense on the construction loan was capitalized. The increase was partially offset by lower interest expense resulting from the refinancing of Hollywood Apartments in March 2025.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to our risk factors discussed in “Risk Factors” in our annual report Form 10-K for the year ended June 30, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the three months ended March 31, 2026 and 2025”
New heading “Commercial Properties”
New heading “Residential Properties”
New heading “The residential properties owned by us during the three months ended March 2026 and 2025 are as follows:”
New heading “Corporate and Other”
New heading “The corporate and other operations during the three months ended March 2026 and 2025 are as follows:”
New heading “Comparison of the nine months ended March 31, 2026 and 2025”
New heading “Commercial Properties”
New heading “Residential Properties”
New heading “The residential properties owned by us during the nine months ended December 2025 and 2025 are as follows:”
New heading “Corporate and Other”
New heading “The corporate and other operations during the nine months ended March 2026 and 2025 are as follows:”
Removed heading “Rental, reimbursements and other property income:”
Removed heading “Property operating and maintenance expenses:”
Removed heading “Depreciation and amortization:”
Removed heading “Interest expense:”
Removed heading “Rental, reimbursements and other property income:”
Removed heading “Property operating and maintenance expenses:”
Removed heading “Depreciation and amortization:”
Removed heading “Interest expense:”
Largest changes
“The residential properties owned by us during the nine months ended December 2025 and 2025 are as follows:”see in full comparison
“The residential properties owned by us during the three months ended March 2026 and 2025 are as follows:”see in full comparison
“The corporate and other operations during the three months ended March 2026 and 2025 are as follows:”see in full comparison
“The corporate and other operations during the nine months ended March 2026 and 2025 are as follows:”see in full comparison
Full comparison: every changed paragraph (136)
Historically, we were an externally managed non-diversified closed-end management investment company that elected to be treated as a BDC under the Investment Company Act of 1940 (the
“1940
Act”), but we withdrew our election to be treated as a BDC on December 31, 2020. Our objective remains to generate both current income and capital appreciation through real estate-related investments. We have elected to be treated as
a REIT
under the Code and, as a REIT, we are not subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an annual basis, we generally distribute at least 90% of our REIT taxable income
(determined
without regard to the dividends paid deduction and excluding any net capital gain) to the stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than
100% of our
REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our
stockholders in a
calendar year is less than a minimum amount specified under U.S. federal tax laws. Our wholly owned subsidiary, MacKenzie NY Real Estate 2 Corp. (“MacKenzie NY 2”),2, is subject to corporate federal and state income tax on
its taxable income at regular statutory rates.
As of DecemberMarch 31, 2025,2026, we owned interests in various real estate limited partnerships and REITs. In addition, we held investments in entities that own real estate where we have
sufficient control
for the investments to be considered non-securities for purposes of the Investment Company Act of 1940, but not enough control to require consolidation of their financial statements with ours. These investments are
reported as “Equity method
investments, at fair value.” The following table summarizes the composition of our investments at fair value as of DecemberMarch 31, 2025,2026, and June 30, 2025:
Aurora at Green Valley is owned through our subsidiary MRC Aurora, LLC.Aurora. 1300 Main Office Building, First & Main Office Building, Main Street West Office Building, Woodland Corporate Center,
Center, Hollywood Apartments, Shoreline Apartments and Green Valley Medical Center are owned through our subsidiary, the Operating Partnership; Commodore Apartments are owned through our subsidiary, Madison; The Park View Apartments is
owned through
our subsidiary, PVT and Satellite Place Office Building is owned through our subsidiary, MacKenzie Satellite Place Corp.Satellite. In October 2025, we listed Woodland Corporate Center Two for sale.
We use occupancy rate as a key performance indicator to evaluate the performance of our real estate properties. Occupancy rate on our commercial and residential properties are calculated as 66% and 88%, respectively, as of the measurement date. We believe occupancy rate provides investors with a useful measure of the revenue-generating capacity of our portfolio. Management uses occupancy rate to monitor leasing progress, identify re-leasing risk, and compare portfolio performance across periods.
We believe the market values office properties differently than the market values multi-family properties. More specifically, the market discounts office properties because of
recent, recent,
widespread vacancies in office buildings. We believe the market views those vacancies as pervasive even though most of our office properties have high occupancy levels, as disclosed below. The market does not similarly discount
multi-family multi-family
properties. Therefore, effective January 1, 2026, we have contributed our multi-family residential portfolio into a newly formed entity, MacKenzie Apartment Communities (“MAC”),MAC, so that investors can evaluate the two portfolios separately. On January
8, 2026, the Board of Directors of MAC approved an estimated net asset value of the common stock of MAC equal to $18.10 per share on a fully diluted basis as of the
contribution date. To estimate MAC'sMAC’s per share value, the MAC board
utilized the net asset value or “NAV” method which is based on the fair value of real estate, and all other assets, less the fair value of total liabilities. MAC is a
wholly owned consolidated subsidiary of the Parent Company, and MAC’s assets, liabilities, revenues, and expenses are included in the Company’s consolidated financial statements. Shares of the Parent Company’s common stock and preferred
stock represent indirect interests in MAC through the Parent Company’s ownership of MAC. The estimated NAV of $18.10 per MAC share was determined by MAC’s Board of Directors for purposes of allowing investors to evaluate the two portfolios
separately and does not represent the NAV per share of MacKenzie Realty Capital, Inc. common or preferred stock.
In connection with the formation of MAC, MAC Operating Partnership, LP (“MAC OP”) was established as the operating partnership through which substantially all of MAC’s business is conducted. The contributed properties and development project are held through subsidiaries of MAC OP, which directly or indirectly owns and operates a portfolio of six residential properties. MAC owns all of the limited partnership units and is the sole general partner of MAC OP.
The following commercial properties are owned through subsidiaries of the Operating Partnership:
1300 Main Office Building contains 20,145 square feet, of which approximately 13,900 square feet is office space and the remainder is designated as retail space. As of DecemberMarch 31, 2025,2026, the
the property is 85% occupied by 7 tenants. The following table shows the largest tenants and square footage occupied:
First & Main Office Building contains 27,398 square feet, of which approximately 19,000 square feet is office space and the remainder is designated as retail space. As of DecemberMarch 31,
2025, 2026, the
property is 87% occupied by 8 tenants. The following table shows the largest tenants and square footage occupied:
Main Street West Office Building contains 38,135 square feet, of which approximately 32,700 square feet is office space and the remainder is designated as retail space. As of DecemberMarch 31,
2025, 2026, the
property is 53%97% occupied by 89 tenants. AUL Corporation elected to terminate its lease as of February 3, 2025. During the year ended June 30, 2025, we recorded an impairment loss of $9,500,167 on Main Street West Office Building
due to the
early lease termination of AUL Corporation, and the foreclosure proceedings due to maturity default of the debt secured by the property. On March 25, 2025, the Company entered into the Forbearance Agreement with the Prior Lender
and as part
of the Forbearance Agreement, the Company paid down $5 million on the loan and took control of the property from the receiver in April 2025. The loan from the Prior Lender was paid off on June 6, 2025, with the proceeds from a
new loan from
EverTrust Bank. The following table shows the largest tenants and square footage occupied:
Satellite Place Office Building contains 134,785 square feet, all of which is office space. As of DecemberMarch 31, 2025,2026, the property is approximately 33% occupied by 5 tenants. The following table
table shows the largest tenants and square footage occupied:
Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratory space is occupied by Agtech Innovation.
Innovation. Effective October 2025, the property has been marketed for sale. Accordingly, Woodland Corporate Center is classified as an asset held for sale as of DecemberMarch 31, 2025.2026. As of DecemberMarch 31, 2025,2026, the property is 91% occupied by 12
tenants. The
following table shows the largest tenants and square footage occupied:
Green Valley Executive Center contains 46,100 square feet, of which approximately 41,600 square feet is office space and the remainder is designated as retail space. As of DecemberMarch 31,
2025, 2026, the property is 98% 96%
occupied by 15 tenants. The following table shows the largest tenants and square footage occupied:
One Harbor Center contains 49,56949,573 square feet, all of which is office space. As of DecemberMarch 31, 2025,2026, the property is 74%81% occupied by 12 tenants. The following table shows the largest
tenants and
square footage occupied:
Green Valley Medical Center contains 31,590 square feet, of which approximately 20,100 square feet is office space, approximately 8,300 square feet is
health care space, and the remainder
is designated as retail space. As of DecemberMarch 31, 2025,2026, the property is 94%91% occupied by 1413 tenants. The following table shows the largest tenants and square footage occupied:
220 Campus Lane Office Building was purchased in September 2023. The property was vacant at the time of acquisition. Following the acquisition, we renovated the building and commenced leasing
leasing activities. As of DecemberMarch 31, 2025,2026, the building was approximately 29%28% leased, with six tenants occupying an aggregate of 12,51012,126 square feet. The annualized base rent from these tenants totals approximately $408,948.$409,248.
Effective January 1, 2026, the Company contributed all of its multi-family residential properties, consisting of Commodore Apartments, The Park View Apartments, Hollywood Apartments, Shoreline Apartments and Aurora at Green Valley, as well as the Blue Ridge development project, to MAC. The contributed properties and development project are held through subsidiaries of MAC OP, through which substantially all of MAC’s business is conducted. MAC owns all of the limited partnership units and is the sole general partner of MAC OP.
Commodore Apartments is a mid-rise apartment building built in 1912 and has 48 units. As of DecemberMarch 31, 2025,2026, Commodore Apartments is approximately 95.8%89.6% occupied.
The Park View Apartments is also a mid-rise apartment building built in 1929 and has 39 units. As of DecemberMarch 31, 2025,2026, The Park View Apartments is approximately 94.9% occupied.
Hollywood Apartments, located in Los Angeles, CA, is a mid-rise apartment building built in 1917 and has 54 units. The property contains approximately 38,000 square feet of net rentable
apartment area and 8,610 square feet of retail space. All of the retail space is currently occupied by restaurants and nightclubs. As of DecemberMarch 31, 2025,2026, the apartments units are 94.4% occupied.
Shoreline Apartments is a mid-rise apartment building built in 1967 and renovated in 2015 which has 84 units. As of DecemberMarch 31, 2025,2026, Shoreline Apartments building is approximately 90.5%
89.3% occupied.
Aurora at Green Valley is a newly constructed multi-family residential community consisting of 72 units across three buildings, along with a clubhouse. The project was financed through $10
$10.0 million of preferred equity capital (including $7.23 million from outside investors) and a $17.15 million construction loan from Valley Strong Credit Union. The clubhouse opened in mid-June 2025 for pre-leasing activity. The first residential
residential building was completed in July 2025, with leasing commencing in August 2025. The remaining two buildings were completed in August and September 2025, with leasing commencing shortly thereafter. As of DecemberMarch 31, 2025,2026, the
property was
approximately 47.20%75% occupied. As of the date of this report, the property is 72.22%88.9% leased.
The following table provides information regarding each of the residential properties as of March 31, 2026:
In addition to our commercial and residential real estate properties, we own a vacant parcel adjacent to the 220 Campus Lane Office Building in Fairfield, California (the
“Campus Lane Land”). This parcel of land was acquired with the objective of developing multi-family residential community and is owned by the Operating Partnership through its subsidiary, Campus Lane Residential, LLC (“Campus Lane
Residential”).
In addition to our commercial and residential real estate properties, we own a vacant parcel adjacent to the 220 Campus Lane Office Building in Fairfield, California (the “Campus Lane Land”). This parcel of land was acquired with the objective of developing multi-family residential community and is owned by the MAC OP through its subsidiary, Campus Lane Residential, LLC (“Campus Lane Residential”).
WeThis acquired the Campus Lane Land in September 2023 with the long-term objective of developing it into a multi-family residential community. We are preparing to launch this
project, known as Blue Ridge, whichis willexpected to consist of 84 luxury multi-family units in Solano County, one of the fastest-growing counties in California. The entitlement process for the vacant land is
currently underway.on-going. Our goal is to commence construction in springfall 20262027; however, this is subject to the city’s approval of our development application submitted in April 2024 and to securing the
necessary financial resources. The
Company recentlyis signedcurrently aevaluating jointpotential venturedevelopment agreementand financing structures for the project, including discussions with a third-party developer,developer underpursuant to which the Company wouldmay contribute the
land and the third party wouldmay raisearrange theconstruction financing and development capital necessary to fund construction offor the project.
We currently do not have plans for any other major renovation or development of any properties except for our 220 Campus Lane Office Building and Blue Ridge, as discussed above. Each
property is being held for income generation and
potential value appreciation through increased occupancy and/or rental rates. We maintain property and liability insurance policies on all properties, which we believe are adequate and in
line with industry standards.
During the sixnine months ended DecemberMarch 31, 2025,2026, total real estate assets, net decreased by $9.26$10.52 million. The decrease was primarily attributable to the reclassification of $11.64$11.65 million
of net
real estate assets related to Woodland Corporate Center Two to assets held for sale as of DecemberMarch 31, 2025,2026, and to $4.98$7.09 million of additional depreciation and amortization. These decreases were partially offset by $7.36$8.25 million of
real estate
additions, including $6.28$6.29 million related to the capitalization of additional construction costs at Aurora at Green Valley.
During the sixnine months ended DecemberMarch 31, 2025,2026, the Company borrowed an additional $9.94$10.33 million on the MRC Aurora construction loan from Valley Strong Credit Union, which was primarily
due to
fund building expenditures associated with the completion of Aurora at Green Valley.
Results of Operations:
Comparison of the three months ended March 31, 2026 and 2025
Commercial Properties
Comparison of the Three Months Ended December 31, 2025 and 2024. The commercial and residential properties owned by us during the three months ended DecemberMarch 2026 and 2025 and
2024 are as follows:
During the three months ended March 31, 2026, we generated $3.57 million in rental and reimbursements revenues from our nine commercial properties, compared to $2.81 million during the three months ended March 31, 2025. The total increase in rental revenues was mainly due to higher occupancy at our Satellite Place Office Building and Main Street West Office Building.
Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other administrative expenses incurred in the operation of our commercial real estate assets. During the three months ended March 31, 2026, we incurred operating and maintenance expenses of $1.10 million in the operation of our nine commercial properties, compared to $1.19 million during the three months ended March 31, 2025. The slight decrease in the operating expenses was mainly due to the property tax refund from our Satellite Place Office Building.
During the three months ended March 31, 2026, we recorded depreciation and amortization of $1.31 million attributable to the depreciation and amortization of real estate and intangible assets of our nine commercial properties, compared to $1.89 million during the three months ended March 31, 2025. The decrease in total depreciation and amortization of $0.58 million was mainly due to the impairment of assets related to our Main Street West Office Building and the write-off of tenant improvements, leasehold improvements, lease commissions, and in-place lease related to our Satellite Place Office Building due to an early lease termination of its anchor tenant in December 2024.
During the three months ended March 31, 2026, we recorded $1.24 million of interest expense related to mortgage notes payable associated with the Company’s nine commercial properties, compared to $1.27 million during the three months ended March 31, 2025.
The slight decrease of $0.03 million was primarily due to lower interest expense from Main Street West resulting from refinancing in May 2025. The decrease was partially offset by higher interest expense resulting from the First & Main loan extension in March 2026.
Residential Properties
The residential properties owned by us during the three months ended March 2026 and 2025 are as follows:
During the three months ended March 31, 2026, we generated $1.87 million in rental and reimbursements revenues from our five residential properties, compared to $1.46 million from our four residential properties during the three months ended March 31, 2025. The total increase in rental revenues was mainly due to the to the completion of the Aurora at Green Valley in July 2025, which commenced leasing in August 2025.
Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other administrative expenses incurred in the operation of our residential real estate assets. During the three months ended March 31, 2026, we incurred operating and maintenance expenses of $0.82 million in the operation of our five residential properties, compared to $0.70 million in the operation of our four residential properties during the three months ended March 31, 2025, The slight increase in the operating expenses was mainly due to the completion of the Aurora at Green Valley in July 2025, which consists of three residential buildings and a clubhouse.
During the three months ended March 31, 2026, we recorded depreciation and amortization of $0.80 million attributable to the depreciation and amortization of real estate and intangible assets of our five residential properties, compared to $0.74 million on our four residential properties during the three months ended March 31, 2025. The slight increase in total depreciation and amortization of $0.06 million was mainly due to the completion of the Aurora at Green Valley in July 2025, which consists of three residential buildings and a clubhouse.
During the three months ended March 31, 2026, we recorded $0.82 million of interest expense related to mortgage notes payable associated with the Company’s five residential properties and debt on the Campus Lane Land. During the three months ended March 31, 2025, we recorded $1.29 million of interest expense related to mortgage notes payable associated with the Company’s four residential properties and debt on the Campus Lane Land.
The decrease of $0.47 million was primarily due to the lower interest expense resulting from the refinancing of Hollywood Apartments in March 2025. The decrease was partially offset by MRC Aurora recognizing interest and loan fee amortization beginning after completion of construction in September 2025, amounting to $0.34 million.
Corporate and Other
The corporate and other operations during the three months ended March 2026 and 2025 are as follows:
Rental, reimbursements and other property income:
Rental and reimbursement revenues are generated from our commercial and residential real estate properties. During the three months ended December 31, 2025, we generated $4.59 million in
rental and reimbursements revenues, of which $2.97 million was generated from our nine commercial properties and $1.62 million was generated from our five residential properties. During the three months ended December 31, 2024, we generated
$8.03 million in rental and reimbursements revenues, of which $6.57 million was generated from our nine commercial properties, and $1.46 million was generated from our four residential properties. The total decrease in rental revenues was
mainly due to the early lease termination by one tenant at our Satellite Place Office Building in December 2024 and another tenant at our Main Street West property in February 2025.
Investment income wasis made up of dividends, distributions from operations, distributions from sales/capital transactions, interest, and other investment income. Total investment income
for during the
three months ended DecemberMarch 31, 20252026, and 2024,2025, were $0.06$0.07 million and $0.02$0.01 million, respectively. During the three months ended DecemberMarch 31, 20252026, and DecemberMarch 31, 2024,2025, we received minimal distributions from operations, sales, and liquidations.
liquidations. During the three months ended DecemberMarch 31, 2025,2026, we received dividends, interest, and other investment income of $0.06$0.07 million as compared to $0.02$0.01 million received during the three months ended DecemberMarch 31, 2024.2025. The increase
was mainly due to the
increase in our investment portfolio since DecemberMarch 31, 2024.2025. The remaining increase was due to the interest income on the note receivable from the non-controlling interest holder of PT Hillview, True USA.
Expenses:
Property operating and maintenance expenses:
Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various
other administrative expenses incurred in the operation of our commercial and residential real estate assets. During the three months ended December 31, 2025, we incurred operating and maintenance expenses of $2.27 million, of which $1.43
million were incurred in the operation of our nine commercial properties and $0.84 million were incurred in the operation of our five residential properties. During the three months ended December 31, 2024, we incurred operating and
maintenance expenses of $1.71 million, of which $1.07 million were incurred in the operation of our nine commercial properties and $0.64 million were incurred in the operation of our four residential properties. The increase in the
operating expenses was mainly due to the completion of the Aurora at Green Valley in July 2025, which consists of three residential buildings and a clubhouse.
Depreciation and amortization:
During the three months ended December 31, 2025, we recorded depreciation and amortization of $2.67 million, of which $2.12 million was attributable to the depreciation and amortization
of real estate and intangible assets of our nine commercial properties and $0.55 million was attributable to our five residential properties. During the three months ended December 31, 2024, we recorded depreciation and amortization of
$2.18 million, of which $1.79 million was attributable to the depreciation and amortization of real estate and intangible assets of our nine commercial properties and $0.39 million was attributable to our four residential properties. The
increase in total depreciation and amortization of $0.49 million during the three months ended December 31, 2025, was mainly due to the completion of the Aurora at Green Valley in July 2025, which consists of three residential buildings and
a clubhouse.
Interest expense:
Interest expense for the three months ended December 31, 2025 was $2.66 million, compared to $1.97 million for the three months ended December 31, 2024. For the three months ended
December 31, 2025, $1.18 million of interest expense related to mortgage notes payable associated with the Company’s nine commercial properties, $1.11 million related to mortgage notes payable associated with the Company’s five residential
properties and debt on the Campus Lane Land, and $0.37 million related to the Company’s line of credit agreement and note purchase agreement. For the three months ended December 31, 2024, $1.38 million of interest expense related to
mortgage notes payable associated with the Company’s nine commercial properties, and $0.59 million related to mortgage notes payable associated with the Company’s four residential properties and debt on the Campus Lane Land.
Interest expense increased by $0.69 million during the three months ended December 31, 2025, primarily due to MRC Aurora recognizing $0.61 million of interest and loan fee amortization
that had previously been capitalized following the completion of construction in September 2025. The increase was also attributable to additional borrowings by the Parent Company under a new line of credit with PRES and promissory notes
issued to Streeterville Capital, LLC. These increases were partially offset by lower interest expense resulting from the refinancing of 1300 Main in November 2024, Hollywood Apartments in March 2025, and Main Street West in May 2025.
Unallocated corporate expenses include corporate overhead expenses that are not directly attributable to one of our business segments and include interest expense, asset management fees
to related party, general and administrative,incentive professionalmanagement fees,
administrative cost reimbursements to related party, directors’ fees,costs and transfer agent costreimbursements, reimbursementsand toother relatedcorporate party.operating expenses.
Our asset management and incentive management fees are based on the advisory agreements that were effective January 1, 2021.2021, and subsequently amended effective January 1, 2026.
MKZR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 6 Form 4 filings (3 insiders, 4 trade dates, 300,000 shares, about $422.8K) and open-market sales in 0 filings. Net open-market shares: 300,000 (purchases minus sales); net value about $422.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-10 | Dixon Robert E |
Open-market purchase | 23,400 | $1.60 | $37.4K |
| 2026-08-10 | Fuller Glen W |
Open-market purchase | 23,400 | $1.60 | $37.4K |
| 2026-08-10 | Patterson Charles E. Ii |
Open-market purchase | 23,400 | $1.60 | $37.4K |
| 2026-08-07 | Dixon Robert E |
Open-market purchase | 10,000 | $1.59 | $15.9K |
| 2026-08-07 | Fuller Glen W |
Open-market purchase | 10,000 | $1.59 | $15.9K |
| 2026-08-07 | Patterson Charles E. Ii |
Open-market purchase | 10,000 | $1.59 | $15.9K |
| 2026-08-03 | Dixon Robert E |
Open-market purchase | 30,000 | $1.20 | $36.0K |
| 2026-08-03 | Fuller Glen W |
Open-market purchase | 30,000 | $1.20 | $36.0K |
| 2026-08-03 | Patterson Charles E. Ii |
Open-market purchase | 30,000 | $1.20 | $36.0K |
| 2026-07-31 | Dixon Robert E |
Open-market purchase | 36,600 | $1.41 | $51.6K |
| 2026-07-31 | Fuller Glen W |
Open-market purchase | 36,600 | $1.41 | $51.6K |
| 2026-07-31 | Patterson Charles E. Ii |
Open-market purchase | 36,600 | $1.41 | $51.6K |
Well-known investors holding MKZR (13F)
None of the 59 investors we track reported a position in their latest 13F.