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Item 5. Market for Registrant’s Common Equity

2021-09-28 compared with 2020-09-21 · 44 added, 84 removed, 25 unchanged (84% of the section changed)

5 unchanged sentences

Therefore, a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, if at all.

We are currently offering shares of our common stock on a continuous basis at a current offering price of $10.25 per share.

We may not generally issue and sell our common stock at a price below NAV per share.

however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV per share of our common stock if our Board of Directors determines that such sale is in the best interests of the

Company and our stockholders, and our stockholders approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely

approximates the market value of such securities (less any distributing commission or discount).

Our public offering to sell our shares of common stock terminated in October 2020.

We may not generally issue and sell our common stock at a price below net asset value per share.

We may, however, sell our common

stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board of Directors determines that such sale is in the best interests of the Company and our

stockholders, and our stockholders approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market

value of such securities (less any distributing commission or discount).

As of September 28, 2021, we had 13,342,821.24 shares of common stock outstanding, held by a total of 3,157 stockholders.

Dividends and Taxable Income

We pay quarterly dividends to stockholders to the extent that we have income from operations available.

Our quarterly dividends, if any, will be determined by our Board of Directors after a review and distributed

pro-rata to holders of our shares;

we declare dividends on a monthly basis, but pay each quarter.

Any dividends to our stockholders will be declared out of assets legally available for distribution.

In no event are we permitted to borrow money to

make dividends if the amount of such dividend would exceed our annual accrued and received revenues, less operating costs.

Dividends in kind are not permitted, except as provided in our Charter.

Distributions and Taxable Income

We pay quarterly distributions to stockholders to the extent that we have income from operations available.

Our quarterly distributions, if any, will be determined by our Board of Directors after a review and

distributed pro-rata to holders of our shares;

we declare distributions on a monthly basis, but pay each quarter.

Any distributions to our stockholders will be declared out of assets legally available for distribution.

In no event are we permitted

to borrow money to make distributions if the amount of such distribution would exceed our annual accrued and received revenues, less operating costs.

Distributions in kind are not permitted, except as provided in our Charter.

We have elected to be treated as a REIT under the Code.

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 distribute at least

90% of our REIT taxable income to the stockholders and meet certain other conditions.

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 distribute at

least 90% of our REIT taxable income to the stockholders and meet certain other conditions.

To the extent that we satisfy the annual distribution requirement but distribute less than 100% of the taxable income, we will either be subject to U.S.

corporate income tax on our undistributed taxable income or 4% excise tax on catch-up distributions paid in the subsequent year.

federal corporate income tax on our undistributed taxable income or 4% excise tax on catch-up distributions paid in the subsequent year.

We are also subject to tax on built-in gains we realize during the first five years following REIT election.

1 unchanged sentence

provided that the DRIP is permitted by the state in which the stockholders resides.

We can offer no assurance that we will achieve results that will permit the payment of any cash dividends and, if we issue senior securities, we are prohibited from

paying dividends if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if dividends are limited by the terms of any of our borrowings.

On March 31, 2020, after assessing the impacts of the Covid-19 pandemic, the Company’s board of directors unanimously approved the suspension of regular quarterly dividends to the Company’s stockholders, effective

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions.

On March 31, 2020, after assessing the impacts of the Covid-19 pandemic, the Company’s Board of Directors unanimously approved the suspension of regular quarterly distributions to the Company’s stockholders,

effective immediately.

On May 10, 2021, the Board of Directors reinstated the quarterly distributions after reassessing the cash flow of the Company and intends to

continue such distribution so long as it is supported by the previous quarter’s income, but may increase or decrease the distribution accordingly.

During the years ended June 30, 2021 and 2020, we issued 22,143.48 and 317,840.42 shares of our common stock, respectively, in connection with the DRIP.

The following tables reflect the dividends per share that the Company has declared on its common stock during the years ended June 30, 2020 and 2019.

The following tables reflect the distributions per share that the Company has declared on its common stock during the years ended June 30, 2021 and 2020:

Distributions

During the Quarter Ended

September 30, 2019

December 31, 2019

March 31, 2020

June 30, 2021

Distributions

During the Quarter Ended

2 unchanged sentences

March 31, 2020

June 30, 2019

Recent Sale of Unregistered Securities

On May 20, 2020, the Company formed an operating partnership, MacKenzie Realty Operating Partnership, LP (the “OP”) to acquire all the membership interests of Addison Property Owner, LLC (the “Property Owner”) in

exchange for 516,144 Class A limited partnership units in the OP (the “OP Units”).

The OP Units were issued and sold at a stated value of $10.25 per OP Unit.

The OP Units have a conversion right pursuant to which the holders may convert such OP

units to shares of the Company on a 1:1 basis (or into cash at the election of the Company), subject to the terms and conditions of the limited partnership agreement of the OP and the terms of the contribution agreement under which the OP Units were

The OP Units are entitled to distributions of cash equal to distributions made to holders of the number of shares of the Company into which the OP Units are convertible.

The private placement of the OP Units is exempt from registration under the Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder.

Issuer Purchases of Equity Securities

The following table presents information with respect to the Company’s purchases of its common stock during the year ended June 30, 2020 and 2019:

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

The following table presents information with respect to the Company’s purchases of its common stock during the years ended June 30, 2021 and 2020:

Total Number of Shares

Average Price Paid Per

Total Number of Shares

Purchased as Part of

Publicly Announced

Maximum Dollar

Value of Shares That

Purchased Under

Publicly Announced

During the year ended June 30, 2021:

August 13, 2019 through September 16, 2019

November 18, 2019 through December 19, 2019

February 14, 2020 through March 18, 2020

April 22, 2021 through May 12, 2021

During the year ended June 30, 2020:

2 unchanged sentences

February 14, 2020 through March 18, 2020

May 14, 2019 through June 21, 2019

SELECTED FINANCIAL DATA

The selected financial data below reflects our operations for our fiscal years ended June 30, 2020 (" Fiscal 2020 "), June 30, 2019 (" Fiscal 2019 "), June 30, 2018 (" Fiscal 2018 "), June 30, 2017 (" Fiscal

2017 ") and June 30, 2016 (“ Fiscal 2016 ”).

The selected financial data have been derived from audited consolidated financial statements.

The data should be read in conjunction with "Item 7.

Management's Discussion and Analysis of

Financial Condition and Results of Operations" and the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

For the Year Ended

Consolidated statement of operations data:

June 30, 2020

June 30, 2019

June 30, 2018

June 30, 2017

June 30, 2016

Total investment income

Total operating expenses

Income tax (expense) benefit

Net investment income

Net realized gain on sale of investments

Net unrealized gain (loss) on investments

Net increase (decrease) in net assets resulting from operations

Weighted average common Shares outstanding

Per Share data:

Net investment income per Share

Net realized gain on sale of investments per Share

Net unrealized gain (loss) on investments

Net increase (decrease) in net assets resulting from operations per Share

Dividend paid per Share

Consolidated statement of assets and liabilities data:

June 30, 2020

June 30, 2019

June 30, 2018

June 30, 2017

June 30, 2016

Investments at fair value

Cash and cash equivalents

Total liabilities

Total net assets

Net asset value per Share at end of the year

Shares outstanding at end of the year

12,836,608.02

10,926,319.99

The share repurchase program began in December 2015 and continued until suspended in May 2020.

The program resumed again in March 2021.

The program allowed the repurchase of up to 5% of the weighted average number of Shares, subject to sufficient funds in the DRIP.

[RESERVED] SELECTED FINANCIAL DATA

This item has been removed and reserved pursuant to SEC order.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity