MacKenzie Realty Capital, Inc 8-K, filed Feb 1, 2021
MacKenzie Realty Capital, Inc. (MKZR)
8-K
2021-02-01
For: 2021-01-29
View Original
Added on
April 12, 2026
About this 8-K
MacKenzie Realty Capital, Inc filed this 8-K on February 1, 2021, reporting on events of January 29, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
January 29, 2021
MACKENZIE REALTY CAPITAL INC.
(Exact name of registrant as specified in its charter)
|
Maryland
|
|
000-55006
|
|
45-4355424
|
|
(State of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
89 Davis Road, Suite 10
Orinda, California
|
|
94563
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(925) 631-9100
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
|
◻
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
◻
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
◻
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
◻
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 7.01 Regulation FD Disclosure.
On January 29, 2021, MacKenzie Realty Capital, Inc., mailed a letter to stockholders.
The full text of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation
FD.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the timing of payment of
dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and
assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from
those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, as amended, and its other filings with the Securities and Exchange
Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number
|
Description
|
|
99.1
|
Update Letter to stockholders and 2020 tax information
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
MACKENZIE REALTY CAPITAL, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date: January 29, 2021
|
By:
|
/s/ Robert Dixon
|
|
|
|
|
Robert Dixon
|
|
|
|
|
President
|
|
January 28, 2021
Dear Stockholder:
We obviously had a very unusual 2020, fraught with uncertainty and economic and social upheaval. MacKenzie Realty Capital has not been immune to the
global forces that have buffeted our nation and its economy. In March, your Board of Directors decided to suspend any further dividends or share redemptions to conserve cash and to ensure the Company’s long-term health. At our annual meeting, we asked shareholders to authorize our Board of Directors to drop our status as a business development company, which was approved. We made the election to drop that
status on December 31, 2020.
Concurrently with the important change in our corporate structure, our public offering was cancelled as the registration statement, prospectus, and
shareholder communications related to such offering were no longer relevant. We are working on a new registration statement that will accurately reflect our current status, structure, and goals. Significantly, beginning with the quarterly report that will be filed on Form 10-Q for the period ended December 31, 2020, we will publish a new net asset value that will be based upon appraised values as opposed
to the "fair market pricing" that was required of us as a business development company. We anticipate publishing that information in the next couple of weeks.
Our intent and our sincerest hope is to launch a new offering as quickly as possible after the filing of our 10-Q for the period ended December 31, 2020.
As soon as the uncertainty and economic turmoil subsides, we will likely resume distributions to our common shareholders at some level which is yet to be determined, and re-open a shareholder redemption plan, also at a level yet to be determined. We
hope that will happen in the first part of 2021.
We appreciate your patience while we work through these issues. Some of them are just accounting issues, while others have real economic impact. We do
not, for example, want to sell shares to new investors at prices that would unnecessarily dilute the NAV of our stock. We also, on the other hand, want to be sensitive to shareholders who need liquidity but don’t want to be cashed out at
unreasonably low prices. It is the tension between these dueling goals that requires us to be patient and to wait for our new NAV.
As of January 1, 2021, we are no longer an investment company, so the Board entered into an advisory contract with MacKenzie Real Estate Advisers, LP to
advise and manage the Fund’s real estate investments. The full contract and terms were recently filed on a Form 8-K; the Board felt that the terms of the new contract were no less favorable to Stockholders than the former advisory agreement, and
competitive with other non-traded REITs.
We look forward to filing our next 10-Q in February, and to the re-launch of an offering for our successful Fund. Thank you very much for your continued
support and confidence. We are highly committed to this venture, and we believe your investment will prove to be a profitable one.
Further, below is our 2020 dividend allocation for federal income tax purposes. MRC’s tax return for the year ended December 31, 2020, has not yet been
filed. As a result, the income tax allocation for the dividends discussed below has been calculated using the best available information as of the date of this announcement. We expect the amounts noted below as well as those provided on your
initial 1099-DIV will change once we complete our 2020 tax return, and we anticipate providing corrected information once we are able to do so.
Please note that tax laws affect taxpayers differently, and the above information is not intended as advice to shareholders as to how dividends should be
reported on their tax returns. We encourage shareholders to consult with their own tax advisors with respect to the income tax effects of these dividends.
|
|
|
||||||||||||||||
|
Record Date
|
Payable Date
|
Ordinary Dividends*
|
Capital Gain Distribution
|
Return of Capital
|
Total Distribution per Share
|
||||||||||||
|
1/1/2020
|
1/28/2020
|
$
|
0.01050
|
$
|
0.03238
|
$
|
0.13213
|
$
|
0.17500
|
||||||||
|
|
|
||||||||||||||||
|
3/31/2020
|
4/29/2020
|
$
|
0.00717
|
$
|
0.02212
|
$
|
0.09028
|
$
|
0.11958
|
||||||||
|
|
|
||||||||||||||||
|
|
|
||||||||||||||||
|
Totals
|
$
|
0.01767
|
$
|
0.05450
|
$
|
0.22241
|
$
|
0.29458
|
|||||||||
|
|
|
6.00%
|
|
18.50%
|
|
75.50%
|
|
||||||||||
|
* Also section 199A dividend
|
|||||||||||||||||
We appreciate your investment in MRC. We are cautiously optimistic about the opportunities before us and believe your continued confidence will be
rewarded.
Sincerely,
MacKenzie Realty Capital, Inc.
Robert E. Dixon, President
The statements and certain other information contained in this letter, which can be identified by the use of forward-looking
terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,”
“rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.
Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk
factors.