Gyrodyne, LLC 10-Q

Item 4. Controls and Procedures.   Disclosure Controls and Procedures   As of the end of the period covered by this report (March 31, 2022), we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, because of the material weakness discussed below,  to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The material weakness pertains to controls related to the accounting of the Company’s estimated value of the real estate held for sale.  The material weakness did not result in any material misstatement in our financial statements or disclosures. Based on additional procedures and post-closing review, management concluded that the condensed consolidated financial statements included in this report present fairly, in all material respects the Statement of Net Assets and Statement of Changes in Net Assets of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America.   The above referenced material weakness was first identified during the course of our evaluation, conducted as of December 31, 2021 and reported in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”) and filed with the SEC on March 30, 2022, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act.   Remediation: Management and the Board of Directors are committed to the continued improvement of the Company's overall system of disclosure controls and procedures.  To remediate the aforementioned material weakness, we have commenced measures to remediate the identified material weakness which include:   ● Implementing standard operating procedures to ensure consistent communication with management and third-party service providers (i.e., engineers, lawyers, appraisers and brokers) of all material factors that may impact real estate value   ● Providing training of standard operating procedures and internal controls to key stakeholders within the real estate valuation process   29       ● Implementing enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports used within the real estate valuation process.   The actions that we are taking are subject to ongoing senior management review, as well as oversight of the audit committee of our board of directors. We have also concluded that additional measures may be required to remediate the material weakness. We will not be able to conclude that we have remediated the material weakness until the applicable controls operate for a sufficient period of time and management has concluded, through formal testing, that these controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate.   Changes in Internal Control Over Financial Reporting   Other than the remediation efforts discussed above, there was no change in our internal control over financial reporting identified with our evaluation that occurred during the fiscal quarter ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   PART II - OTHER INFORMATION