Gyrodyne, LLC 10-Q

Item 1A. Risk Factors   For information regarding factors that could affect our business, results of operations, financial condition and liquidity, see the risk factors discussed under Part I, Item 1A of our 2020 Form 10-K filed with the Securities and Exchange Commission on April 13, 2021.   30     The following risk factors which appear in our 2020 Form 10-K were updated in our Quarterly Report on 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 6, 2021, as follows:   Community opposition could adversely impact our efforts to obtain entitlements and enhance the value of our properties.   The process of seeking required entitlements, permits and approvals is sometimes delayed or prevented due to community opposition and adverse publicity from neighboring property owners, members of the general public or non-governmental organizations, or other third parties and other factors beyond our control. The Company’s efforts to seek entitlements, permits or other approvals have been the subject of protests by civic groups asserting environmental, traffic and congestion issues as well as adverse impact to the historic nature of the area. Such community opposition could lead to the denial of entitlements, permits or other approvals essential to our efforts to increase the value of our properties or to the imposition of restrictive conditions with which it is not practicable or feasible to comply and could impact our ability to enhance the value of our properties.   Even if the Company is successful in securing approval of its subdivision application, there is a substantial risk that opponents of our subdivision plan, and other aspect of our entitlement efforts may challenge the approval through a lawsuit under Article 78 of New York’s Civil Practice Law & Rules, naming both the Town of Smithtown and the Company as defendants. Challenging a government decision in an Article 78 proceeding can lead to delay in enforcement of the government action, whether or not the suit is successful. Petitioners often seek a temporary restraining order, preliminary injunction or other form of stay of some or all of the challenged action, and the government sometimes agrees to delay implementation until legal challenges are resolved. Although Article 78 proceedings take place on an expedited timeline and generally without discovery, an Article 78 proceeding could take two years or more to run its course given the likelihood of appeal and the impact the ongoing pandemic has had on the court system. Consequently, the commencement of an Article 78 proceeding with respect to an approval of our subdivision application and other aspect of our entitlement efforts could result in a further extension of the Company’s timeline for completing the process of securing entitlements, selling our properties and distributing net proceeds.   Our business, operations and timelines for pursuing entitlements, property sales and distributions of proceeds could be adversely affected by the Coronavirus pandemic.   The global health crisis caused by the novel coronavirus (“COVID-19”) pandemic and its resurgences has and may continue to negatively impact economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence. In addition, the new Delta variant of COVID-19, which appears to be the most transmissible variant to date, continues to spread domestically. The long-term impact of the pandemic on our liquidation plan cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, effectiveness of COVID-19 vaccines and responses by governmental bodies and regulators, including in particular those local authorities that preside over our entitlement process.   Although the Company’s ongoing operations have appeared to recover generally from the effects of the COVID-19 pandemic, the pandemic has resulted and may continue to result in delays in necessary interactions with local authorities and ultimately delays in receiving approvals from such authorities due to limitations in employee resources or forced furlough of government employees. Such effects will likely for the foreseeable future to continue to impact our timeline for pursuing entitlements, selling our properties and making distributions.   Also, the Company’s ability to operate seamlessly and limit any adverse impact on our forecasted Net Asset Value will depend in part on whether any of our key employees are infected by the Coronavirus and become ill from COVID-19.   As the impact of the COVID-19 pandemic on our efforts to secure entitlements evolves, the Company will continue to monitor the impact on the Company and respond appropriately. At this time, however, it is difficult to predict to what degree further disruption might impact the Company’s operations and financial results or how the potential strategic impacts of COVID-19 will affect our entitlement process.   Items 2 through 5 are not applicable to the Company in the nine-months ended September 30, 2021.   31     Item 6. Exhibits.     3.1 Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)         3.2 Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)     10.1 Amended and Restated Retention Bonus Plan (3)         10.2 Amendment No. 2 to the Retention Bonus Plan (4)         10.3 Amendment No. 3 to the Retention Bonus Plan (5)         31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (6)         32.1 CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (7)     101.INS Inline XBRL Instance (6)         101.SCH Inline XBRL Taxonomy Extension Schema (6)         101.CAL Inline XBRL Taxonomy Extension Calculation (6)         101.DEF Inline XBRL Taxonomy Extension Definition (6)         101.LAB Inline XBRL Taxonomy Extension Labels (6)         101.PRE Inline XBRL Taxonomy Extension Presentation (6)         104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)     (1) Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.         (2) Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.         (3) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.         (4) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.         (5) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.         (6) Filed as part of this Report.         (7) Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.   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, thereunto duly authorized.   GYRODYNE, LLC   Date: November 10, 2021 /s/ Gary Fitlin   By Gary Fitlin   President and Chief Executive Officer Chief Financial Officer and Treasurer   32     EXHIBIT INDEX     3.1 Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)         3.2 Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)     10.1 Amended and Restated Retention Bonus Plan (3)         10.2 Amendment No. 2 to the Retention Bonus Plan (4)         10.3 Amendment No. 3 to the Retention Bonus Plan (5)         31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (6)         32.1 CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (7)     101.INS Inline XBRL Instance (6)         101.SCH Inline XBRL Taxonomy Extension Schema (6)         101.CAL Inline XBRL Taxonomy Extension Calculation (6)         101.DEF Inline XBRL Taxonomy Extension Definition (6)         101.LAB Inline XBRL Taxonomy Extension Labels (6)         101.PRE Inline XBRL Taxonomy Extension Presentation (6)         104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)     (1) Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.         (2) Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.         (3) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.         (4) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.         (5) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.         (6) Filed as part of this Report.         (7) Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.   33