10-K: MacKenzie Realty Capital Reports Net Loss, Navigates Market Headwinds

Sentiment:

Annual Report


MacKenzie Realty Capital, Inc. filed its annual report for the fiscal year ended June 30, 2026, detailing a net loss, increased debt levels, and operational challenges, while also noting strategic real estate portfolio adjustments.

Capital raiseThe company is conducting a Regulation A offering of preferred stock for up to $72.90 million.A shelf registration statement on Form S-3 was filed to sell up to $75 million in common stock, preferred stock, warrants, rights, and units.An Equity Distribution Agreement with Maxim Group LLC allows for the issuance and sale of common stock under an at-the-market offering program for up to $20 million.The company has raised approximately $125.76 million from common stock public offerings, $19.90 million from Series A preferred stock, $3.72 million from Series B preferred stock, and $1.37 million from Series C preferred stock as of June 30, 2026.
Worse than expectedThe company reported a net loss of $14.1 million for the fiscal year, a deterioration from the prior year's net loss of $24.0 million when considering the adjustments for FFO and AFFO.AFFO (Adjusted Funds from Operations) loss increased significantly from $0.57 million to $3.47 million, indicating a worsening operational performance after accounting for non-recurring items and adjustments.Total liabilities increased by $13.6 million to $156.1 million, driven by increased borrowings, which heightens financial risk.The company was not in compliance with a debt service coverage ratio covenant for the MacKenzie Satellite Mortgage Notes Payable, signaling potential financial strain.Rental income decreased by $2.1 million, primarily due to a lease termination, impacting revenue generation.

Summary

  • MacKenzie Realty Capital, Inc. reported a net loss of $14,127,610 for the fiscal year ended June 30, 2026, a significant improvement from the prior year's loss of $23,970,277.
  • Total assets decreased slightly to $235.3 million from $236.0 million, while total liabilities increased to $156.1 million from $142.5 million.
  • The company's real estate assets, net, saw a slight decrease to $212.7 million from $212.8 million, impacted by an impairment loss of $1.69 million on assets held for sale.
  • Rental, reimbursements, and other property income decreased by $2.1 million to $20.0 million, primarily due to a lease termination at Satellite Place Office Building.
  • Interest expense increased to $9.9 million from $8.5 million, reflecting higher debt levels and interest rates.
  • The company completed a reorganization of its real estate operations, separating its multi-family residential portfolio into a new entity, MacKenzie Apartment Communities, Inc. (MAC).

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative score due to the net loss reported, increased debt, and ongoing operational challenges, despite some positive asset growth.

Positives

  • Net loss attributable to common stockholders improved to $19.1 million from $27.3 million in the prior year.
  • The company successfully completed the development and leasing of Aurora at Green Valley, with occupancy reaching 93.1% by June 30, 2026, and 100% leased as of the report date.
  • The company entered into a purchase and sale agreement for Woodland Corporate Center Two in September 2026, indicating progress in divesting assets held for sale.
  • The company's residential properties maintained a high average occupancy rate of 90%, compared to 65% for commercial properties.

Negatives

  • The company reported a net loss of $14,127,610 for the fiscal year ended June 30, 2026.
  • Total liabilities increased by $13.6 million to $156.1 million, primarily due to increased mortgage notes payable and line of credit borrowings.
  • Rental, reimbursements, and other property income decreased by $2.1 million to $20.0 million, largely due to a significant lease termination income recognized in the prior year.
  • The company recorded an impairment loss of $1.69 million on Woodland Corporate Center Two, classified as an asset held for sale.
  • The company was not in compliance with the debt service coverage ratio under the MacKenzie Satellite Mortgage Notes Payable.
  • AFFO (Adjusted Funds from Operations) loss increased significantly from $0.57 million to $3.47 million.

Risks

  • Real estate investments are subject to various risks, including adverse economic conditions, competition, illiquidity, and potential environmental liabilities.
  • The company faces risks related to tenant financial stability, including potential bankruptcies or delays in rental payments.
  • Significant restrictions on transfer and encumbrance of investments subject to mortgage or other debt financing could impair the ability to sell assets.
  • Climate change poses potential risks, including regulatory changes and physical impacts on properties.
  • Future debt or capital stock issuances could dilute existing stockholders' ownership.
  • Failure to remain qualified as a REIT would result in higher taxes and reduced cash available for distribution.
  • The company is dependent on its Advisers and their key personnel for success, and any adverse changes in their financial or operational condition could hinder performance.
  • Cybersecurity risks could disrupt operations, compromise confidential information, and damage business relationships.

Future Outlook

The company plans to fund future investments with proceeds from its preferred equity offering, cash flows from operations, and potential new borrowings. However, it notes that it has not raised as much from its preferred equity offering in the past fiscal year as in previous years, and there is no guarantee of sufficient funds for growth, strategic goals, or loan rebalancing. The company also intends to utilize leverage to enhance portfolio returns.

Management Comments

  • The company's success is materially dependent on attracting qualified tenants and may not be able to re-lease or renew leases at favorable terms.
  • The company may change its targeted investment and operational policies without stockholder consent, which could result in riskier investments.
  • The Board of Directors suspended the regular quarterly dividend on the Company's common stock effective May 19, 2025, to preserve liquidity and provide financial flexibility.

Industry Context

StockSavvy.ai notes that MacKenzie Realty Capital operates in the highly competitive real estate investment market, facing challenges from other REITs and investment funds. The company's strategy of acquiring mid-market properties and focusing on value-add and opportunistic situations is common in the sector, but competition may lead to higher acquisition prices and less favorable terms.

Comparison to Industry Standards

  • The average occupancy rates for commercial properties (65%) and residential properties (90%) are presented as key performance indicators. The residential occupancy rate is strong, while the commercial rate is lower, potentially indicating market challenges or specific property issues.
  • The company's management fees, including a base management fee of 1.25% of gross assets under management and a bonus management fee of 5% of AFFO, are within the typical range for externally managed REITs, though the structure is subject to scrutiny regarding alignment with stockholder interests.
  • The company's strategy of investing in real estate assets and, to a lesser extent, real estate-related securities aligns with many diversified REITs, but the specific focus on illiquid or non-traded securities carries higher risk.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board Approval of Advisory AgreementsAdvisory and administrative services agreements were initially approved in January 2021 and have been reviewed and approved annually since. An amendment to the Advisory Management Agreement with the Real Estate Adviser was approved on December 29, 2025, effective January 1, 2026, changing the fee structure.2026-01-01The amended fee structure aims to align with the current scale and strategy of the real estate portfolio, but potential conflicts of interest remain a concern.
Code of EthicsA Code of Ethics applies to senior officers, directors, and employees, requiring disclosure of conflicts of interest. Waivers require Audit Committee approval.Not specifiedA standard corporate governance measure to ensure ethical conduct and avoid conflicts.
Insider Trading PolicyA policy governs the purchase, sale, and disposition of the company's securities by officers, directors, and employees.Not specifiedA standard policy to ensure compliance with insider trading laws and Nasdaq listing standards.

Legal Proceedings

  • The company is not currently subject to any material pending legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against it.

Related Party Transactions

  • The company pays asset management fees and bonus management fees to its affiliated Advisers (MacKenzie Capital Management, LP, MCM Advisers, LP, and MacKenzie Real Estate Advisers, LP).
  • MacKenzie is reimbursed for allocable portions of overhead and other expenses under the Administration Agreement.
  • The company entered into a revolving line of credit agreement with PRES, an affiliate of the Adviser.
  • The company issued secured promissory notes to Streeterville Capital, LLC, an affiliate of the Adviser, for investments in MRC QRS.
  • The company has a master lease arrangement with its wholly owned subsidiary, Innovate Napa, for a portion of the Main Street West Office Building to satisfy lender occupancy requirements.

Stakeholder Impact

  • Shareholders may experience dilution from future equity issuances.
  • Stockholders' returns could be reduced if distributions are paid from sources other than cash flow from operations.
  • Failure to qualify as a REIT would result in higher taxes, reducing cash available for distribution to stockholders.
  • The company's ability to make distributions is dependent on its ability to profitably acquire, develop, and operate assets.
  • Employees are not directly employed by the company; day-to-day operations are managed by external Advisers.

Next Steps

  • The company plans to fund future investments with proceeds from its preferred equity offering, cash flows from operations, and potential new borrowings.
  • The company is evaluating potential development and financing structures for the Blue Ridge project, including discussions with a third-party developer.
  • The Board of Directors will continue to evaluate the dividend policy quarterly based on financial performance, liquidity needs, and market conditions.
  • The company entered into a purchase and sale agreement to sell Woodland Corporate Center Two, subject to customary closing conditions.

Key Dates

DateDescription
2012-01-27MacKenzie Realty Capital, Inc. was incorporated.
2013-02-28Company commenced operations.
2021-01-01Administration Agreement and Amended and Restated Investment Advisory Agreement became effective.
2024-08-04Company effected a 1-for-10 Reverse Stock Split of its common stock.
2024-11-11Common stock commenced trading on the Nasdaq Capital Market.
2025-01-15Form S-3 Registration Statement declared effective by the SEC.
2026-01-01Reorganization of real estate operations and amendment to Advisory Management Agreement effective.
2026-06-30Fiscal year end.

Recommendation

hold

While the company has made strategic portfolio adjustments and is pursuing capital raises, the persistent net loss, increased liabilities, covenant non-compliance, and reliance on external management present significant risks. The improved occupancy in residential properties and the sale of an asset held for sale are positive, but the overall financial performance and market headwinds suggest a cautious 'hold' approach pending clearer signs of sustained profitability and improved financial health.

Keywords

Real Estate Investment Trust, REIT, Commercial Real Estate, Residential Real Estate, Property Management, Real Estate Development, Investment Strategy, Form 10-K

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