MacKenzie Realty Capital, Inc 10-Q for FY2022 Q3

MacKenzie Realty Capital, Inc. (MKZR)

10-Q 2022-05-13 For: 2022-03-31

Added on April 12, 2026

About this 10-Q

MacKenzie Realty Capital, Inc filed this 10-Q on May 13, 2022, covering the quarter ended March 31, 2022 (FY2022 Q3).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.52M; up 42.8% from $1.76M a year earlier
Net income: $5.66M; up 348.2% from net income of $1.26M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Maryland		45-4355424
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☑	Smaller reporting company ☑
Emerging growth company ☐

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets (Successor Basis) as of March 31, 2022 (Unaudited) and June 30, 2021	1
	Consolidated Statements of Operations (Successor Basis) for the three and nine months ended March 31, 2022 (Unaudited)	2
	Consolidated Statement of Operations (Successor Basis) for the three months ended March 31, 2021 (Unaudited)	3
	Consolidated Statement of Operations (Predecessor Basis) for the six months ended December 31, 2020 (Unaudited)	4
	Consolidated Statements of Changes in Equity (Successor Basis) for the three and nine months ended March 31, 2022 (Unaudited)	5
	Consolidated Statement of Changes in Equity (Successor Basis) for the three months ended March 31, 2021 (Unaudited)	6
	Consolidated Statement of Changes in Net Assets (Predecessor Basis) for the six months ended December 31, 2020 (Unaudited)	7
	Consolidated Statement of Cash Flows (Successor Basis) for the nine months ended March 31, 2022 (Unaudited)	8
	Consolidated Statement of Cash Flows (Successor Basis) for the three months ended March 31, 2021 (Unaudited)	9
	Consolidated Statement of Cash Flows (Predecessor Basis) for the six months ended December 31, 2020 (Unaudited)	10
	Notes to Consolidated Financial Statements (Unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

SIGNATURES		51

	March 31, 2022			June 30, 2021
	(Unaudited)
Assets
Real estate assets
Land	$	24,998,168		$	16,293,591
Building, fixtures and improvements		52,124,910			38,348,005
Intangible lease assets		5,958,943			5,588,942
Less: accumulated depreciation and amortization		(5,579,024	)		(2,257,903	)
Total real estate assets, net		77,502,997			57,972,635
Cash		36,305,532			4,833,848
Restricted cash		3,480,679			2,919,705
Investments, at fair value		25,726,741			39,909,838
Unconsolidated investment (non-security), at fair value		21,625,266			30,599,405
Investments income, rents and other receivables		2,243,317			1,985,325
Investment acquisition deposit		900,000			-
Prepaid expenses and other assets		532,195			332,271
Total assets	$	168,316,727		$	138,553,027

Liabilities
Mortgage notes payable, net	$	52,758,133		$	38,693,330
Deferred rent and other liabilities		760,661			738,178
Dividend payable		1,213,426			-
Accounts payable and accrued liabilities		1,424,075			918,449
Stock redemption payable		1,041,694			-
Below-market lease liabilities, net		620,504			838,313
Due to related entities		199,105			1,937
Capital pending acceptance		10,000			-
Total liabilities		58,027,598			41,190,207

Equity
Common stock, $0.0001 par value, 80,000,000 shares authorized; 13,276,367.89 and 13,316,426.79 shares issued and outstanding, respectively.		1,328			1,332
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 80,017.90 shares issued and outstanding		8			-
Capital in excess of par value		121,357,823			120,408,505
Accumulated deficit		(12,076,390	)		(23,298,857	)
Total stockholders’ equity		109,282,769			97,110,980
Non-controlling interests		1,006,360			251,840
Total equity		110,289,129			97,362,820

Total liabilities and equity	$	168,316,727		$	138,553,027

	Three Months Ended			Nine Months Ended
	March 31, 2022			March 31, 2022
Revenue
Rental and reimbursements	$	2,518,643		$	7,811,439

Expenses
Property operating and maintenance		1,473,136			4,709,611
Depreciation and amortization		1,146,495			3,225,189
Asset management fees to related party (note 6)		680,678			2,034,852
Interest expense		572,490			1,417,992
Administrative cost reimbursements to related party (note 6)		152,400			457,200
General and administrative		248,001			398,790
Professional fees		62,977			424,168
Transfer agent cost reimbursements to related party (note 6)		26,600			79,801
Directors’ fees		25,500			81,500
Total operating expenses		4,388,277			12,829,103

Operating loss		(1,869,634	)		(5,017,664	)

Other income
Dividend and distribution income from equity securities at fair value		858,357			2,237,434
Net unrealized loss on equity securities at fair value		(3,838,217	)		(876,882	)
Net income from equity method investments at fair value		5,404,473			9,339,034
Net realized gain from investments		5,109,713			9,462,904

Net income		5,664,692			15,144,826
Net loss attributable to non-controlling interests		60,261			90,523
Net income attributable to preferred stockholders		(18,507	)		(18,947	)
Net income attributable to common stockholders	$	5,706,446		$	15,216,402

Net income per share attributable to common stockholders	$	0.43		$	1.14

Weighted average common shares outstanding		13,377,201			13,359,539

	Three Months Ended March 31, 2021
Revenue
Rental and reimbursements	$	1,764,076

Expenses
Asset management fees to related party (note 6)		678,053
Administrative cost reimbursements to related party (note 6)		155,200
Transfer agent cost reimbursements to related party (note 6)		30,800
Property operating and maintenance		1,147,807
General and administrative		39,403
Depreciation and amortization		981,305
Professional fees		97,806
Directors’ fees		18,500
Interest expense		269,277
Total operating expenses		3,418,151

Operating loss		(1,654,075	)

Other income
Dividend and distribution income from equity securities at fair value		497,006
Net unrealized gain on equity securities at fair value		352,016
Net income from equity method investments at fair value		1,350,119
Net realized gain from investments		718,718

Net income		1,263,784
Net loss attributable to non-controlling interests		6,254
Net income attributable to common stockholders	$	1,270,038

Net income per share attributable to common stockholders	$	0.10

Weighted average common shares outstanding		13,362,419

	Six Months Ended December 31, 2020

Investment income
Non-controlled/non-affiliated investments:
Dividend and operational/sales distributions	$	1,079,159
Interest and other income		899
Affiliated investments:
Dividend and operational/sales distributions		208,663
Controlled investments:
Dividend and operational/sales distributions		592,823
Total investment income		1,881,544

Operating expenses
Base management fee (note 6)		1,335,376
Amortization of deferred offering costs		342,015
Administrative cost reimbursements (note 6)		310,400
Professional fees		235,132
Printing and mailing		70,528
Transfer agent cost reimbursements (note 6)		61,600
Directors’ fees		36,000
Portfolio structuring fee (note 6)		6,679
Other general and administrative		31,665
Total operating expenses		2,429,395

Net investment loss		(547,851	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss)
Non-controlled/non-affiliated investments		1,022,383
Affiliated investments		(6,057	)
Total net realized gain		1,016,326
Net unrealized loss
Non-controlled/non-affiliated investments		(2,005,301	)
Affiliated investments		(40,100	)
Controlled investments		(8,090,211	)
Total net unrealized loss		(10,135,612	)

Total net realized and unrealized loss on investments		(9,119,286	)

Net decrease in net assets resulting from operations	$	(9,667,137	)

Net decrease in net assets resulting from operations per share	$	(0.74	)

Weighted average common shares outstanding		13,020,208

	Common stock						Preferred stock
Three Months Ended March 31, 2022	Number of Shares			Par Value			Number of Shares		Par Value			Additional Paid- in Capital			Accumulated Deficit			Total Stockholders’ Equity			Non-controlling Interests			Total Equity

Balance, December 31, 2021		13,367,871.16		$	1,337			3,520.00	$	-	*	$	120,536,198		$	(16,588,995	)	$	103,948,540		$	1,071,628		$	105,020,168
Contributions by non-controlling interest holders		-			-			-		-			-			-			-			-			-
Distributions to non-controlling interest holders		-			-			-		-			-			-			-			(2,832	)		(2,832	)
Dividends to common stockholders		-			-			-		-			-			(1,193,841	)		(1,193,841	)		-			(1,193,841	)
Dividends to preferred stockholders		-			-			-		-			-			(18,507	)		(18,507	)		-			(18,507	)
Net income (loss)		-			-			-		-			-			5,724,953			5,724,953			(60,261	)		5,664,692
Operating Partnership Class A conversion to common stock		212.19			-	*		-		-			2,175			-			2,175			(2,175	)		-
Issuance of common stock through reinvestment of dividends		33,961.70			3			-		-			313,297			-			313,300			-			313,300
Issuance of preferred stock through reinvestment of dividends		-			-			3		-	*		75			-			75			-			75
Issuance of preferred stock		-			-			76,494.57		8			1,896,492			-			1,896,500			-			1,896,500
Payment of selling commissions and fees		-			-			-		-			(241,036	)		-			(241,036	)		-			(241,036	)
Redemptions of common stock		(125,677.16	)		(12	)		-		-			(1,149,378	)		-			(1,149,390	)		-			(1,149,390	)
Balance, March 31, 2022		13,276,367.89		$	1,328			80,017.90	$	8		$	121,357,823		$	(12,076,390	)	$	109,282,769		$	1,006,360		$	110,289,129

	Common stock						Preferred stock
Nine Months Ended March 31, 2022	Number of Shares			Par Value			Number of Shares		Par Value			Additional Paid- in Capital			Accumulated Deficit			Total Stockholders’ Equity			Non-controlling Interests			Total Equity

Balance, June 30, 2021		13,316,426.79		$	1,332			-	$	-		$	120,408,505		$	(23,298,857	)	$	97,110,980		$	251,840		$	97,362,820
Contributions by non-controlling interest holders		-			-			-		-			-			-			-			856,364			856,364
Distributions to non-controlling interest holders		-			-			-		-			-			-			-			(9,146	)		(9,146	)
Dividends to common stockholders		-			-			-		-			-			(3,993,935	)		(3,993,935	)		-			(3,993,935	)
Dividends to preferred stockholders		-			-			-		-			-			(18,947	)		(18,947	)		-			(18,947	)
Net income (loss)		-			-			-		-			-			15,235,349			15,235,349			(90,523	)		15,144,826
Operating Partnership Class A conversion to common stock		212.19			-	*		-		-			2,175			-			2,175			(2,175	)		-
Issuance of common stock through reinvestment of dividends		91,013.94			9			-		-			839,601			-			839,610			-			839,610
Issuance of preferred stock through reinvestment of dividends		-			-			3.33		-	*		75			-			75			-			75
Issuance of preferred stock		-			-			80,014.57		8			1,984,492			-			1,984,500			-			1,984,500
Payment of selling commissions and fees		-			-			-		-			(672,460	)		-			(672,460	)		-			(672,460	)
Redemptions of common stock		(131,285.03	)		(13	)		-		-			(1,204,565	)		-			(1,204,578	)		-			(1,204,578	)
Balance, March 31, 2022		13,276,367.89		$	1,328			80,017.90	$	8		$	121,357,823		$	(12,076,390	)	$	109,282,769		$	1,006,360		$	110,289,129

Three Months Ended March 31, 2021	Number of Shares		Par Value		Additional Paid- in Capital		Accumulated Deficit			Total Stockholders’ Equity		Non-controlling Interests			Total Equity

Balance, December 31, 2020		13,362,419.23	$	1,336	$	120,613,042	$	(22,898,300	)	$	97,716,078	$	66,652		$	97,782,730
Contributions by non-controlling interest holders		-		-		-		-			-		200,000			200,000
Net income (loss)		-		-		-		1,270,038			1,270,038		(6,254	)		1,263,784

Balance, March 31, 2021		13,362,419.23	$	1,336	$	120,613,042	$	(21,628,262	)	$	98,986,116	$	260,398		$	99,246,514

	Six Months Ended
	December 31, 2020
Operations
Net investment loss	$	(547,851	)
Net realized gain		1,016,326
Net unrealized loss		(10,135,612	)
Net decrease in net assets resulting from operations		(9,667,137	)

Capital share transactions
Issuance of common stock		218,439
Issuance of common stock to redeem subsidiary’s non-controlling interest		3,957,115
Selling commissions and fees		(18,060	)
Non-controlling interest in consolidated subsidary		66,652
Net increase in net assets resulting from capital share transactions		4,224,146

Total decrease in net assets		(5,442,991	)

Net assets at beginning of the period		103,225,721

Net assets at end of the period	$	97,782,730

	Nine Months Ended March 31, 2022
Cash flows from operating activities:
Net income	$	15,144,826
Adjustments to reconcile net income to net cash from operating activities:
Net unrealized loss on equity securities at fair value		876,882
Net income from equity method investments at fair value		(7,053,372	)
Net realized gain on investments		(9,462,904	)
Straight - line rent		(418,951	)
Depreciation and amortization		3,225,189
Amortization of deferred financing costs		14,320
Accretion of market lease and other intangibles, net		(121,881	)
Changes in assets and liabilities:
Investments income, rent and other receivables		160,959
Due from related entities		(27,001	)
Prepaid expenses and other assets		(199,924	)
Accounts payable and accrued liabilities		505,626
Deferred rent and other liabilities		22,483
Due to related entities		74,741
Net cash from operating activities		2,740,993

Cash flows from investing activities:
Investment acquisition deposit		(900,000	)
Proceeds from sale of investments		30,333,194
Investments in real estate assets		(22,851,479	)
Purchase of investments		(13,786,878	)
Return of capital distributions		22,250,314
Net cash from investing activities		15,045,151

Cash flows from financing activities:
Proceeds from mortgage notes payable		16,129,689
Payments on mortgage notes payable		(1,294,879	)
Dividend to stockholders		(1,960,849	)
Payment of deferred financing costs		(784,327	)
Proceeds from issuance of preferred stock		1,984,500
Payment of selling commissions and fees		(523,032	)
Contributions by non-controlling interests holders		856,364
Distributions to non-controlling interests holders		(8,068	)
Redemption of common stock		(162,884	)
Capital pending acceptance		10,000
Net cash from financing activities		14,246,514

Net increase in cash and restricted cash		32,032,658
Cash and restricted cash at beginning of the period		7,753,553
Cash and restricted cash at end of the period	$	39,786,211

Cash at end of the period	$	36,305,532
Restricted cash at end of the period		3,480,679
Total cash and restricted cash at end of the period	$	39,786,211

Supplemental disclosure of non-cash financing activities and other cash flow information
Issuance of common stock through reinvestment of dividends	$	839,610
Issuance of preferred stock through reinvestment of dividends	$	75
Cash paid for interest	$	1,174,261

	Six Months Ended December 31, 2020
Cash flows from operating activities:
Net decrease in net assets resulting from operations	$	(9,667,137	)
Adjustments to reconcile net decrease in net assets resulting from
operations to net cash from operating activities:
Proceeds from sale of investments, net		5,204,853
Return of capital		11,486,835
Purchase of investments		(12,685,590	)
Net realized gain on investments		(1,016,326	)
Net unrealized loss on investments		10,135,612
Amortization of deferred offering costs		342,015
Changes in assets and liabilities:
Investment income, rent and other receivable		(447,398	)
Due from related entities		(150,866	)
Other assets		65,129
Payment of deferred offering costs		(36,578	)
Accounts payable and accrued liabilities		(48,028	)
Due to related entities		(40,083	)
Net cash from operating activities		3,142,438

Cash flows from investing activities:
Cash acquired through consolidation of subsidiary		1,932,088
Net cash from investing activities		1,932,088

Cash flows from financing activities:
Proceeds from issuance of common stock		218,439
Payment of selling commissions and fees		(9,107	)
Change in capital pending acceptance		(87,739	)
Net cash from financing activities		121,593

Net increase in cash and cash equivalents		5,196,119
Cash, cash equivalents and restricted cash at beginning of the period		8,957,393
Cash, cash equivalents and restricted cash at end of the period	$	14,153,512

Cash and cash equivalents at end of the period	$	12,539,943
Restricted cash at end of the period		1,613,569
Total cash, cash equivalents and restricted cash at end of the period	$	14,153,512

Non-cash investing and financing activities:
Issuance of the Company’s common stocks to redeem subsidiary’s non-controlling interests	$	3,957,115

Supplemental Disclosures:
Carrying value of a subsidiary’s consolidated assets, liabilities and net assets:
Assets:
Real estate assets	$	30,196,471
Cash and restricted cash	$	1,932,088
Rents and other receivable	$	197,760
Other assets	$	837,133
Liabilities:
Mortgage note payable	$	23,974,545
Accounts payable and accrued liabilities	$	943,805
Due to affiliates	$	150,866
Net assets	$	8,094,236

Investee	Legal Form	Asset Type	% Ownership			Fair Value as of March 31, 2022
FSP Satellite Place	Corporation	Non Traded Company		39.82	%	$	3,942,041
5210 Fountaingate, LP	Limited Partnership	LP Interest		9.92	%		2,000
BP3 Affiliate, LLC	Limited Liability Company	LP Interest		12.51	%		1,668,000
Britannia Preferred Members, LLC - Class 2	Limited Liability Company	LP Interest		40.28	%		235,926
Capitol Hill Partners, LLC	Limited Liability Company	LP Interest		23.33	%		1,425,000
Citrus Park Hotel Holdings, LLC	Limited Liability Company	LP Interest		35.27	%		5,000,000
Dimensions 28, LLP	Limited Partnership	LP Interest		90.00	%		19,721,340
Lakemont Partners, LLC	Limited Liability Company	LP Interest		17.10	%		840,700
Secured Income L.P.	Limited Partnership	LP Interest		6.57	%		304,596

Total						$	33,139,603

Property Name:	Addison Corporate Center	Commodore Apartments	Pon de Leo Apartments	Hollywood Property
Property Owner:	The Operating Partnership	Madison-PVT Partners LLC	PVT-Madison Partners LLC	The Operating Partnership
Location:	Windsor, CT	Oakland, CA	Oakland, CA	Hollywood, CA
Number of Tenants:	6	48	39	16
Year Built:	1980	1912	1929	1917
Ownership Interest:	100%	100%	100%	100%

Property Name:	Hollywood Property
Acquisition Date:	October 4, 2021
Purchase Price Allocation
Land	$	8,704,595
Building		10,524,548
Site Improvements		30,436
Tenant Improvements		41,852
Furniture, Fixtures & Equipment		361,055
Lease In Place		204,346
Leasing Commissions		23,998
Total assets acquired	$	19,890,830

Year ended June 30,:	Rental Income
2022	$	1,789,134
2023		3,612,363
2024		2,970,929
2025		3,045,674
2026		2,155,746
Thereafter		4,740,890
Total	$	18,314,736

	Lease Intangibles			Above-Market Lease Asset			Below-Market Lease Liabilities

Cost	$	5,511,280		$	447,663		$	937,452
Accumulated amortization		(2,310,151	)		(159,880	)		(316,948	)
Total	$	3,201,129		$	287,783		$	620,504

Weighted average amortization period (years)		3.2			3.5			3.4

	Lease Intangibles			Above-Market Lease Asset			Below-Market Lease Liabilities

Cost	$	5,141,279		$	447,663		$	937,452
Accumulated amortization		(1,086,485	)		(63,952	)		(99,139	)
Total	$	4,054,794		$	383,711		$	838,313

Weighted average amortization period (years)		3.1			3.5			3.4

	Three Months Ended
	March 31, 2021
	Lease Intangibles		Above-Market Lease Asset		Below-Market Lease Liabilities
Amortization	$	475,922	$	31,976	$	(24,785	)

	Year Ended June 30, :
	2022 (remainder)			2023			2024			2025			2026		Thereafter
In-place leases, to be included in amortization	$	412,152		$	1,546,250		$	834,607		$	70,316		$	70,316	$	267,488

Above-market lease intangibles	$	31,975		$	127,904		$	127,904		$	-		$	-	$	-
Below-market lease liabilities		(69,100	)		(267,695	)		(217,763	)		(65,946	)		-		-
Total to be included in revenue from tenants	$	(37,125	)	$	(139,791	)	$	(89,859	)	$	(65,946	)	$	-	$	-

Asset Type	Fair Value March 31, 2022
Non Traded Companies	$	13,884,257
Non Traded Company (Equity method investment with fair value option election)		3,942,041
LP Interests		291,987
LP Interests (Equity method investment with fair value option election)		29,197,562
Investment Trust		36,160
Total	$	47,352,007

Asset Type	Fair Value June 30, 2021
Publicly Traded Companies	$	169,200
Non Traded Companies		29,426,441
Non Traded Company (Equity method investment with fair value option election)		2,867,911
LP Interests		288,494
LP Interests (Equity method investment with fair value option election)		37,722,483
Investment Trust		34,714
Total	$	70,509,243

Asset Type	Total		Level I		Level II		Level III
Non Traded Companies	$	17,826,298	$	-	$	-	$	17,826,298
LP Interests		29,489,549		-		-		29,489,549
Investment Trust		36,160		-		-		36,160
Total	$	47,352,007	$	-	$	-	$	47,352,007

Balance at July 1, 2021	$	70,340,043
Purchases of investments		3,343,802
Transfers to Level I		(230,160	)
Proceeds from sales, net		(29,230,856	)
Return of capital distributions		(11,807,238	)
Net realized gain		8,765,565
Net unrealized gains		6,170,851
Ending balance at March 31, 2022	$	47,352,007

Balance at December 31, 2020	$	68,877,889
Purchases of investments		8,487,082
Transfers to Level I		(229,879	)
Return of capital distributions		(1,624,669	)
Net realized losses		(178,723	)
Net unrealized gains		1,145,722
Ending balance at March 31, 2021	$	76,477,422

Balance at July 1, 2020	$	86,460,491
Purchases of investments		13,448,477
Transfers to Level I		(1,900,470	)
Consolidation of the Operating Partnership		(8,027,584	)
Proceeds from sales, net		(1,011,748	)
Return of capital		(11,486,835	)
Net realized gains		30,050
Net unrealized losses		(8,634,492	)
Ending balance at December 31, 2020	$	68,877,889

Asset Type	Fair Value		Primary Valuation Techniques	Unobservable Inputs Used	Range	Weighted Average

Non Traded Company	$	3,942,042	Direct Capitalization Method	Capitalization rate	7.0%
				Liquidity discount	15.0%
Non Traded Companies		11,712	Estimated Liquidation Value	Sponsor provided value
				Liquidity discount	1.5% - 75.0%	6.1%
Non Traded Companies		13,872,544	Market Activity	Secondary market industry publication

LP Interests		21,742,922	Direct Capitalization Method	Capitalization rate	4.0% - 8.3%	4.4%
				Liquidity discount	28.0% - 33.0%	30.4%
LP Interests		5,840,700	Discounted Cash Flow	Discount rate	6.3% - 9.0%	8.6%

LP Interests		1,905,927	Estimated Liquidation Value	Sponsor provided value
				Distribution waterfall

Investment Trust		36,160	Direct Capitalization Method	Capitalization rate	5.5%
				Liquidity discount	28.0%

	$	47,352,007

Total Assets	$	212,940,180
Total Liabilities	$	137,157,840
Total Equities	$	75,782,340
Total Revenues	$	16,775,070
Total Expenses	$	18,923,612
Total Net Loss	$	(2,148,542	)

Total Nonconsolidated VIEs	As of March 31, 2022		As of June 30, 2021
Fair value of investments in VIEs	$	29,484,120	$	38,006,233
Carrying value of variable interests - assets	$	24,025,711	$	38,529,875
Maximum Exposure to Loss:
Limited Partnership Interest	$	24,025,711	$	38,529,875

Asset/Base Management Fee Annual %		3.0%		2.0%		1.5%	Total Invested Capital

Quarter ended:
September 30, 2021	$	20,000,000	$	80,000,000	$	33,927,634	$	133,927,634
December 31, 2021	$	20,000,000	$	80,000,000	$	34,242,127	$	134,242,127
March 31, 2022	$	20,000,000	$	80,000,000	$	35,848,952	$	135,848,952

Quarter ended:
September 30, 2020	$	20,000,000	$	80,000,000	$	28,769,486	$	128,769,486
December 31, 2020	$	20,000,000	$	80,000,000	$	33,997,317	$	133,997,317
March 31, 2021	$	20,000,000	$	80,000,000	$	34,120,859	$	134,120,859

Period	Total Number of shares Repurchased		Average Repurchase Price Per share		Total Repurchase Consideration
During the year ended June 30, 2022
December 22, 2021		5,608	$	9.84	$	55,188
January 6, 2022 through March 31, 2022		125,677		9.15		1,149,390
		131,285			$	1,204,578

	Dividends
	Common stock					Preferred stock
During the Quarter Ended	Per Share			Amount		Per Share		Amount
September 30, 2021	$	0.130	*	$	1,731,482	$	-	$	-
December 31, 2021		0.080			1,068,612		0.125		440
March 31, 2022		0.090			1,193,841		0.375		18,507
	$	0.300		$	3,993,935	$	0.500	$	18,947

Investments, at fair value	Fair Value March 31, 2022
3100 Airport Way South LP	$	286,559
5210 Fountaingate		2,000
American Healthcare REIT, Inc. – Class I		358,245
Capitol Hill Partners, LLC		1,425,000
Citrus Park Hotel Holdings, LLC		5,000,000
Coastal Realty Business Trust, REEP, Inc. - A		36,160
Corporate Property Associates 18 Global A Inc.		38,359
Franklin BSP Realty Trust, Inc. - Series F Convertible Preferred Stock		3,001,377
FSP Satellite Place Corp.		3,942,041
FSP Energy Tower I Corp. Liquidating Trust		10,981
Healthcare Trust, Inc.		2,799,562
Highlands REIT Inc.		3,984,784
HGR Liquidating Trust		732
KBS Real Estate Investment Trust II, Inc.		1,365,338
Lakemont Partners, LLC		840,700
Moody National REIT II, Inc.		16,354
Satellite Investment Holdings, LLC - Class B		5,428
Secured Income, LP		304,596
SmartStop Self Storage REIT, Inc Class A		113,420
SmartStop Self Storage REIT, Inc Class T		9,272
Strategic Realty Trust, Inc.		353,566
Summit Healthcare REIT, Inc.		1,832,267
Total	$	25,726,741

Unconsolidated investments (non-securities), at fair value
BP3 Affiliate, LLC	$	1,668,000
Britannia Preferred Members, LLC - Class 2		235,926
Dimensions28 LLP		19,721,340
Total	$	21,625,266

Year	Number of Leases Expiring		Total Area		Annual Rent		Percentage of Gross Rent
2022		2		140,289	$	3,011,865		52	%
2025		2		70,164	$	1,330,952		23	%
2027		1		88,255	$	345,077		6	%
2029		1		66,072	$	1,156,260		20	%

Property Name	Sector	Location	Square Feet		Units		Percentage Leased			Annual Base Rent		Monthly Base Rent/Occupied Unit
Pon De Leo	Multi-Family Residential	Oakland, CA		36,654		39		94.9	%	$	1,013,352	$	2,282
Commodore	Multi-Family Residential	Oakland, CA		31,156		48		97.9	%	$	872,940	$	1,548

Unconsolidated investments (non-securities), at fair value	Fair Value June 30, 2021
Bishop Berkeley, LLC	$	5,142,164
BP3 Affiliate, LLC		1,668,000
Britannia Preferred Members, LLC - Class 2		5,891,945
Britannia Preferred Members, LLC - Class 1		6,448,000
Dimensions28 LLP		11,449,296
Total	$	30,599,405

Period	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans

During the quarter ended December 31, 2021:
December 1, 2021 through December 31, 2021		5,607.87		$	9.84		5,607.87		-

During the quarter ended March 31, 2022:
January 1, 2022 through January 31, 2022		3,308.96	*		6.92		-		-
January 1, 2022 through January 31, 2022		5,000.00	*		7.66		-		-
February 1, 2022 through February 28,2022		6,642.28	*		7.00		-		-
March 1, 2022 through March 31,2022		8,239.51			9.63		8,239.51		-
March 1, 2022 through March 31,2022		102,486.41			9.39		102,486.41		-
		131,285.03					116,333.79		-

Exhibit	Description

31.1	Section 302 Certification of Robert Dixon (President and Chief Executive Officer)

31.2	Section 302 Certification of Angche Sherpa (Treasurer and Chief Financial Officer)

32.1	Section 1350 Certification of Robert Dixon (President and Chief Executive Officer)

32.2	Section 1350 Certification of Angche Sherpa (Treasurer and Chief Financial Officer)

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH	Inline XBRL Taxonomy Extension Schema Documents.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as inline XBRL and contained Exhibit 101).