2 unchanged sentences
CONSOLIDATED STATEMENTS OF NET ASSETS
−Removed: AS OF MARCH 31, 2022 (UNAUDITED) AND DECEMBER 31, 2021
+Added: AS OF JUNE 30, 2022 (UNAUDITED) AND DECEMBER 31, 2021
(Liquidation Basis)
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CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
−Removed: FOR THE THREE-MONTHS ENDED MARCH 31, 2022
+Added: FOR THE SIX-MONTHS ENDED JUNE 30, 2022
(Liquidation Basis)
Net assets in liquidation, as of December 31, 2021
+Added: $ 23,027,770  
Changes in assets and liabilities in liquidation:
1 unchanged sentence
Remeasurement of assets and liabilities
−Removed: Net increase in liquidation value
−Removed: Net assets in liquidation, as of March 31, 2022
+Added: ( 47,751 )  
+Added: Net decrease in liquidation value
+Added: Net assets in liquidation, as of June 30, 2022
+Added: $ 22,980,019  
See notes to consolidated financial statements
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (LIQUIDATION BASIS) FOR THE THREE-MONTHS ENDED MARCH 31, 2022 (unaudited)
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (LIQUIDATION BASIS) FOR THE SIX-MONTHS ENDED JUNE 30, 2022 (unaudited)
Strategic Overview
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or the “Registrant”) corporate strategy is to pursue entitlements to increase the values of Cortlandt Manor and Flowerfield, its two remaining properties, so that they can be sold to one or more developers at higher prices and maximize value and distributions.
−Removed: Gyrodyne intends to dissolve after we complete the disposition of our assets, apply the proceeds to settle debts and claims, and then pay liquidating distributions to its shareholders.
−Removed: Gyrodyne filed subdivision applications in March 2017 with respect to Cortlandt Manor and Flowerfield. 
+Added: Gyrodyne intends to dissolve after we complete the disposition of our assets, apply the proceeds to settle debts and claims, and then pay liquidating distributions to our shareholders.
+Added: Gyrodyne filed subdivision applications in March 2017 with respect to Cortlandt Manor and Flowerfield.
The COVID- 19 pandemic caused significant delays in the regulatory approval process, as state, county and local staff charged with processing our subdivision applications all postponed activity due to work-from-home transitions.
4 unchanged sentences
The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process.
−Removed: Gyrodyne and the Town of Smithtown will vigorously defend the Planning Board’s determinations against the Petition.
+Added: Gyrodyne and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
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.
Nevertheless, Gyrodyne remains confident that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties will culminate by year-end 2024, although there can be no assurance that Gyrodyne and the Town of Smithtown will be successful in the defense of the Planning Board’s determinations against the Petition or that other factors beyond our control will necessitate an extension of the timeline generally.
−Removed: Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, labor shortages and climate change concerns.
−Removed: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor sometime in 2022.
+Added: Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, labor shortages and environmental concerns.
+Added: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor in late 2022 or early 2023.
Although Gyrodyne believes that selling individual lots will maximize value, it is also pursuing prospective purchasers who may be willing to pay purchase prices for the entire undivided Flowerfield or Cortlandt Manor property, or for the entire company itself, that Gyrodyne finds more attractive from a timing and value perspective.
9 unchanged sentences
Contingencies) and settle and pay our remaining liabilities and obligations.
−Removed: Under Gyrodyne’s Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), such dissolution may be effected upon the vote of holders of a majority of Gyrodyne common shares or, in the Company’s discretion and without any separate approval by the holders of Gyrodyne common shares, at any time the value of Gyrodyne’s assets, as determined by the Company in good faith, is less than $ 1,000,000 .
+Added: Under Gyrodyne’s Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), such dissolution may be effected upon an election to dissolve the Company by the Board that is approved by the vote of holders of a majority of Gyrodyne common shares or, in the Board’s sole discretion and without any separate approval by the holders of Gyrodyne common shares, at any time the value of Gyrodyne’s assets, as determined by the Board in good faith, is less than $ 1,000,000 .
The Company’s remaining real estate investments, each of which is held in a single asset limited liability company wholly owned by the Company, consist of:
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The accompanying interim quarterly financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
−Removed: The consolidated financial statements of the Company included herein have been prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all adjustments which are necessary to present fairly the results for the three -months ended March 31, 2022.
+Added: The consolidated financial statements of the Company included herein have been prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all adjustments which are necessary to present fairly the results for the six -months ended June 30, 2022.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations;
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Summary of Significant Accounting Policies
−Removed: Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, applies the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then pays distributions to holders of Gyrodyne common shares.
+Added: Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, apply the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then pay distributions to holders of Gyrodyne common shares.
Therefore, effective September 1, 2015 Gyrodyne adopted the liquidation basis of accounting.
This basis of accounting is considered appropriate when, among other things, liquidation of the entity is “imminent”, as defined in ASC 205 - 30, Presentation of Financial Statements Liquidation Basis of Accounting.
−Removed: Under the LLC Agreement, the Company may elect, in its sole discretion and without any separate approval by shareholders, to dissolve the Company at any time the value of the Company’s assets, as determined by the Company in good faith, is less than $ 1 million.
+Added: Under the LLC Agreement, the Board may elect, in its sole discretion and without any separate approval by shareholders, to dissolve the Company at any time the value of the Company’s assets, as determined by the Board in good faith, is less than $ 1 million.
The LLC Agreement also provides that the Company will dissolve, and its affairs wound up, upon the sale, exchange or other disposition of all the real properties of the Company.
7 unchanged sentences
The consolidated statements of net assets and the consolidated statements of changes in net assets are the principal financial statements presented under the liquidation basis of accounting.
−Removed: Under the liquidation basis of accounting, all the Company’s assets have been stated at their estimated net realizable value, or liquidation value, (which represents the estimated amount of cash that Gyrodyne will collect on the disposal of assets as it carries out the plan of liquidation), which is based on independent third -party appraisals, estimates and other indications of sales value (predicated on current values).
+Added: Under the liquidation basis of accounting, all the Company’s assets have been stated at their estimated net realizable value, or liquidation value, (which represents the estimated amount of cash that Gyrodyne will collect on the disposal of assets as it carries out the plan of liquidation), which is based on independent third -party appraisals, estimates and other indications of sales value.
All liabilities of the Company, including those estimated costs associated with implementing the plan of liquidation, have been stated at their estimated settlement amounts.
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On March 30, 2022, the Town of Smithtown Planning Board (the “Planning Board”) unanimously granted Gyrodyne’s application for preliminary approval to divide the Flowerfield property into eight lots, subject to certain conditions (the “Flowerfield Subdivision Application”).
−Removed: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”) against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determination relating to the Company’s application for the preliminary subdivision approval with respect to our Flowerfield property. 
+Added: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”) against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determinations relating to the Flowerfield Subdivision Application. 
The Article 78 Proceeding was commenced by the filing of a petition (the “Petition”) in the Supreme Court of the State of New York, Suffolk County, pursuant to Article 78 of New York’s Civil Practice Law and Rules (“Article 78" ). 
−Removed: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the State Environmental Quality Review Act (“SEQRA”), dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Company’s Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022 of the Flowerfield Subdivision Application.
+Added: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the SEQRA, dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022 of the Flowerfield Subdivision Application.
The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process.
−Removed: The Company and the Town of Smithtown will vigorously defend the Planning Board’s determinations against the Petition. 
+Added: The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
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.
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Nevertheless, the Company will continue its efforts to identify one or more purchasers for Flowerfield and execute purchase agreements, and it is unclear at this time what impact, if any, the Article 78 Proceeding will have on such efforts.
−Removed: Various other factors will continue to impact the timeline to achieve final approvals, including the backlog of land use applications, labor shortages and climate change concerns. 
−Removed: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor sometime in 2022 and that we will generally be able to seek to identify purchasers for such properties after subdivision approval is received.
−Removed: The Company believes that standard market terms for real property transactions in both Cortlandt Manor and the Town of Smithtown would include both final subdivision approval and final unappealable site plan approval as conditions to closing. 
+Added: Various other factors will continue to impact the timeline to achieve final approvals, including the backlog of land use applications, labor shortages and environmental concerns.
+Added: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor in late 2022 or early 2023 and that we will generally be able to seek to identify purchasers for such properties after subdivision approval is received.
+Added: The Company believes that standard market terms for real property transactions in both Cortlandt Manor and the Town of Smithtown would include both final subdivision approval and final unappealable site plan approval as conditions to closing.
Based on the aforementioned factors, the Company believes the process of negotiating purchase agreements, securing final approvals and consummating the sale of our properties will culminate by year-end 2024.
The Company intends to aggressively market its properties and negotiate contracts in an effort to complete the process as soon as practicable, perhaps even earlier than 2024, with the ultimate timeline being largely dependent on factors outside the Company’s control, and therefore there can be no assurance that the Company will be able to meet such earlier timeline or even our formal stated deadline of December 2024.
−Removed: The Company’s assumptions and estimates (including the sales proceeds of all its real estate holdings, selling costs, retention bonus payments, rental revenues, rental expenses, capital expenditures, land entitlement costs, general and administrative fees, director and officer liability and reimbursement, post liquidation insurance tail coverage policy and final liquidation costs) are based on completing the liquidation by December 31, 2024. 
−Removed: As previously stated, on an ongoing basis, Gyrodyne evaluates the estimates and assumptions that can have a significant impact on the reported net assets in liquidation and will update respective information accordingly for any costs and value associated with a change in the duration of the liquidation, as we cannot give any assurance on the timing of the ultimate sale of all the Company’s properties. 
+Added: The Company’s assumptions and estimates (including the sales proceeds of all our real estate holdings, selling costs, retention bonus payments, rental revenues, rental expenses, capital expenditures, land entitlement costs, general and administrative fees, director and officer liability and reimbursement, post liquidation insurance tail coverage policy and final liquidation costs) are based on completing the liquidation by December 31, 2024.
+Added: As previously stated, on an ongoing basis, Gyrodyne evaluates the estimates and assumptions that can have a significant impact on the reported net assets in liquidation and will update respective information accordingly for any costs and value associated with a change in the duration of the liquidation, as we cannot give any assurance on the timing of the ultimate sale of all the Company’s properties.
Management Estimates –
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Under the liquidation basis of accounting, the Company reports estimated distributions per share data by dividing net assets in liquidation by the number of shares outstanding.
−Removed: New Accounting Pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of March 31, 2022, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
+Added: New Accounting Pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of June 30, 2022, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
Statements of Net Assets in Liquidation
−Removed: Net assets as of March 31, 2022 and December 31, 2021 would result in estimated liquidating distributions of $ 23,060,929 and $ 23,027,770 , or approximately $ 15.55 and $ 15.53 per common share, respectively, based on 1,482,680 shares outstanding.
−Removed: The increase of $ 33,159 or $ 0.02 per share is attributable to the change in the estimated liquidation and operating costs net of estimated receipts, mainly due to additional revenue of approximately $ 66,000 , offset by additional property operating expenses of approximately $ 33,000 .
+Added: Net assets as of June 30, 2022 and December 31, 2021 would result in estimated liquidating distributions of $ 22,980,019 and $ 23,027,770 , or approximately $ 15.50 and $ 15.53 per common share, respectively, based on 1,482,680 shares outstanding.
+Added: The decrease of $ 47,751 or $ 0.03 per share is attributable to the change in the estimated liquidation and operating costs net of estimated receipts, mainly due to legal fees the Company will incur to defend the Article 78 Proceeding of approximately $ 500,000 and other additional costs net of savings of approximately $ 30,000 (of which approximately $ 21,000 relates to commissions on new leases or expansions), offset by additional revenue of approximately $ 480,000 of which approximately $ 370,000 relates to new leases or expansions.
The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on adjustments for the following items which are estimated through December 31, 2024:
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To the extent the Company underestimates or overestimates forecasted cash outflows (capital improvements, lease commissions and operating costs) or overestimates or underestimates forecasted cash inflows (rental revenue rates), the estimated net realizable value of its real estate assets could be overstated or understated.
−Removed: The Company estimates that it will incur approximately $ 1.25 million (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of estimated receipts, See Note 5 ) in land entitlement costs from April 2022 through the end of the liquidation period, currently estimated to conclude on or about December 31, 2024, in an effort to obtain entitlements, including special permits.
−Removed: The Company believes the commitment of these resources will enable the Company to position the properties for sale with all entitlements necessary to maximize the Flowerfield and Cortlandt Manor property values and resulting distributions. 
−Removed: During the three months ended March 31, 2022, the Company incurred approximately $ 113,000 of land entitlement costs (approximately $ 46,000 of which certain of the Company’s service vendors agreed to defer until the first post subdivision property lot is sold), consisting predominantly of engineering fees, legal fees and real estate taxes. 
−Removed: The Company believes the remaining balance of $ 1.25 million (approximately $ 240,000 of which certain of the Company service vendors have agreed to defer until the first post subdivision property lot is sold) will be incurred from April 2022 through the end of the liquidation period.
−Removed: The Company does not intend to develop the properties but rather to commit resources to position the properties for sale in a timely manner with all entitlements necessary to achieve maximum pre-construction values. 
−Removed: The costs and time frame to achieve the entitlements could change due to a range of factors including a shift in the value of certain entitlements making it more profitable to pursue a different mix of entitlements and the dynamics of the real estate market. 
−Removed: As a result, the Company has focused and will continue to focus its land entitlement efforts on achieving the highest and best use while considering the time necessary to achieve such entitlements. 
−Removed: During the process of pursuing such entitlements, the Company may entertain offers from potential buyers who may be willing to pay premiums for the properties that the Company finds more acceptable from a timing or value perspective than completing the entitlement processes itself. 
−Removed: The value of the real estate reported in the statement of net assets as of March 31, 2022 ( predicated on current asset values) includes some but not all of the potential value impact that may result from the land entitlement efforts.
+Added: The Company estimates that it will incur approximately $ 1.18 million (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of estimated receipts, See Note 5 ) in land entitlement costs from July 2022 through the end of the liquidation period, currently estimated to conclude on or about December 31, 2024, in an effort to obtain entitlements, including special permits.
+Added: The Company believes the commitment of these resources will enable the Company to position the properties for sale with all entitlements necessary to maximize the Flowerfield and Cortlandt Manor property values and resulting distributions.
+Added: During the six months ended June 30, 2022, the Company incurred approximately $ 186,000 of land entitlement costs (approximately $ 66,000 of which certain of the Company’s service vendors agreed to defer until the first post subdivision property lot is sold), consisting predominantly of engineering fees, legal fees and real estate taxes.
+Added: The Company believes the remaining balance of $ 1.18 million (approximately $ 220,000 of which certain of the Company service vendors have agreed to defer until the first post subdivision property lot is sold) will be incurred from July 2022 through the end of the liquidation period.
+Added: The Company does not intend to develop the properties but rather to commit resources to position the properties for sale in a timely manner with all entitlements necessary to achieve maximum pre-construction values.
+Added: The costs and time frame to achieve the entitlements could change due to a range of factors including a shift in the value of certain entitlements making it more profitable to pursue a different mix of entitlements and the dynamics of the real estate market.
+Added: As a result, the Company has focused and will continue to focus its land entitlement efforts on achieving the highest and best use while considering the time necessary to achieve such entitlements.
+Added: During the process of pursuing such entitlements, the Company may entertain offers from potential buyers who may be willing to pay premiums for the properties that the Company finds more acceptable from a timing or value perspective than completing the entitlement process itself.
+Added: The value of the real estate reported in the statement of net assets as of June 30, 2022 includes some but not all of the potential value impact that may result from the land entitlement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
−Removed: The net assets as of March 31, 2022 ( $ 23,060,929 ) and December 31, 2021 ( $ 23,027,770 ) results in estimated distributions of approximately $ 15.55 and $ 15.53 , respectively, per common share (based on 1,482,680 shares outstanding), based on estimates and other indications of sales value (predicated on current asset values) which includes some but not all of the potential sales proceeds that may result directly or indirectly from our land entitlement efforts.
−Removed: Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated distributions as of March 31, 2022 and December 31, 2021 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
+Added: The net assets as of June 30, 2022 ( $ 22,980,019 ) and December 31, 2021 ( $ 23,027,770 ) results in estimated distributions of approximately $ 15.50 and $ 15.53 , respectively, per common share (based on 1,482,680 shares outstanding), based on estimates and other indications of sales value which includes some but not all of the potential sales proceeds that may result directly or indirectly from our land entitlement efforts.
+Added: Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated distributions as of June 30, 2022 and December 31, 2021 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
The Company believes the land entitlement efforts will enhance estimated distributions per share through the improved values (some but not all of which has already been included in the reported value for real estate held for sale) from the sales of the Flowerfield and Cortlandt Manor properties net of the costs to achieve the improved values and other expenses.
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These costs are estimated and are anticipated to be paid during the liquidation period.
−Removed: The change in the liability for estimated operating costs in excess of estimated receipts during liquidation from January 1, 2022 through March 31, 2022 has been calculated as follows:
−Removed: Expenditures/ (Receipts)
−Removed: Remeasurement of Assets and Liabilities
−Removed: March 31, 2022
+Added: The change in the liability for estimated operating costs in excess of estimated receipts during liquidation from January 1, 2022 through June 30, 2022 has been calculated as follows:
+Added: Expenditures/
+Added: Remeasurement of
+Added: Assets and Liabilities
+Added: June 30, 2022
Estimated rents and reimbursements
22 unchanged sentences
1,297,386  
+Added: ( 453,851 )  
( 8,028,965 )
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Both lines are secured by approximately 31.8 acres of the Flowerfield Industrial Park including the related buildings and leases.
−Removed: As of March 31, 2022, the Company is in compliance with the loan covenants.
+Added: As of June 30, 2022, the Company is in compliance with the loan covenants.
The Company anticipates modifying the terms of the loans following the completion of the subdivision so that the loans remain secured by the subdivided industrial park lot only.
−Removed: To secure access to additional working capital, the Company, through its subsidiary GSD Cortlandt, LLC (“GSD Cortlandt”) secured a loan evidenced by a non-revolving business line of credit agreement and promissory note with the Original Line bank for up to $ 2,500,000 which closed on July 16, 2020.
−Removed: The term was 24 months, with an option to extend for an additional 12 months.
−Removed: The interest rate was a variable rate equal to the daily highest prime rate published by the Wall Street Journal plus 100 basis points ( 1% ), rounded up to the nearest 1/8 percent, but in no event less than four and three quarters percent ( 4.75 %).
−Removed: The terms of the loan originally limited access to certain amounts, contingent upon GSD Cortlandt securing purchase agreements for one or both Cortlandt Property lots.
−Removed: On February 22, 2021, the loan was amended to remove such limitation on draws.
−Removed: Advances of $ 379,765 and $ 670,235 , were drawn at closing and on January 28, 2021, respectively.
−Removed: The loan was paid in full and closed on September 15, 2021.
On September 15, 2021, the Company, through its subsidiary GSD Cortlandt, LLC (“GSD Cortlandt”), secured a $ 4.95 million term loan (the “Mortgage Loan”), the proceeds of which was used to pay off the previous GSD Cortlandt debt facility of which $ 1,050,000 was outstanding.
16 unchanged sentences
The total debt payable mature as follows:
−Removed: Twelve Months Ending March 31,  
+Added: Twelve Months Ending June 30,
$ 278,877  
8 unchanged sentences
Accrued Liabilities
−Removed: March 31, 2022
−Removed: March 31, 2022
+Added: June 30, 2022
+Added: June 30, 2022
Current accounts payable
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In accordance with generally accepted accounting principles, the Company identifies high risk collectibles, records them on a cash basis and does not include them in revenue or accounts receivable.
−Removed: As of each March 31, 2022 and December 31, 2021, the Company had a zero balance in its allowance for doubtful accounts.
+Added: As of each June 30, 2022 and December 31, 2021, the Company had a zero balance in its allowance for doubtful accounts.
Concentration of Credit Risk
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The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash.
−Removed: Management does not believe significant credit risk existed on March 31, 2022 and December 31, 2021. 
+Added: Management does not believe significant credit risk existed on June 30, 2022 and December 31, 2021.
As the Company executes on the sale of its assets, its regional concentration in tenants will increase thereby resulting in the increased credit risk from exposure of the local economies.
−Removed: For the three months ended March 31, 2022 rental income from the Company’s three largest tenants represented approximately 22 %, 22 % and 9 % of total rental income.
−Removed: The three largest tenants by revenue as of March 31, 2022 consist of Stony Brook University Hospital located in the industrial park, New York Presbyterian Medical Group located in the Cortlandt Manor Medical Center and an athletic facility in the industrial park.
+Added: For the six months ended June 30, 2022 rental income from the Company’s three largest tenants represented approximately 23 %, 21 % and 8 % of total rental income.
+Added: The three largest tenants by revenue as of June 30, 2022 consist of New York Presbyterian Medical Group located in the Cortlandt Manor Medical Center, Stony Brook University Hospital located in the industrial park and an athletic facility in the industrial park.
The current economic challenges facing state and local budgets impacted most of the Company’s largest tenants.
1 unchanged sentence
There can be no assurance that the Company’s leases will renew for the same square footage, at favorable rates net of tenant improvements, if at all.
−Removed: As of March 31, 2022, other commitments and contingencies are summarized in the below table:
+Added: As of June 30, 2022, other commitments and contingencies are summarized in the below table:
Management employment agreements with bonus* and severance commitment contingencies
3 unchanged sentences
$ 439,000  
−Removed: *Excludes Retention Bonus Payments
+Added:  *Excludes Retention Bonus Payments
Employment agreements - The Company has an employment agreement with its Chief Executive Officer.
29 unchanged sentences
It also provides for entitlement to a future benefit in the event of death, voluntary termination following substantial reduction in compensation or board fees, mutually agreed separation to right-size the board or involuntary termination without cause, except that a participant will only be eligible to receive a benefit to the extent that a property is sold within three years following the separation event and the sale produces an internal rate of return equal to at least four percent of the property’s value as of December 31 immediately preceding such event and that the sale exceeded the Adjusted Appraised Value.
−Removed: Under the Plan, there were no payments made during the three months ended March 31, 2022.
−Removed: On May 6, 2022, the Board unanimously approved an amendment to the Plan (“Amendment No.
−Removed: See Note 16, Subsequent Events –
−Removed: Retention bonus Plan Amendment.
+Added: On May 6, 2022, the Board unanimously approved an amendment (“Amendment No.
+Added: 4 ) to the Company’s Retention Bonus Plan (as amended, the “Plan”).
+Added: Amendment No.
+Added: 4 provides that on or after May 6, 2022, the Plan may not be (A) suspended or terminated, or (B) amended in a manner that would reduce, eliminate or otherwise materially impair the manner in which (i) the bonus pool is to be determined, calculated or funded, or (ii) bonus payments are to be made to participants in the Plan.
+Added: The objective of this change is to enhance the retention value of the Plan by limiting the circumstances under which the Plan may be amended or terminated, e.g., following a change in control of the board or otherwise, in a manner that would deprive participants of the opportunity to earn benefits under the Plan.
+Added: Amendment No.
+Added: 4 also provides that once a contract for sale of a property is executed, the Plan’s requirement to continue earning growth at a 4 % internal rate of return, applicable to participants who have separated due to death, disability, substantial reduction in compensation or board fees, mutual agreement to “right size”
+Added: the board or involuntary termination without cause, will no longer apply.
+Added: The rationale for the elimination of the 4 % internal rate of return requirement for the aforementioned categories of separated participants is that a property’s value cannot increase between signing and closing but could decrease as a result of corporate due diligence (such as identifying environmental or other issues), which might decrease the purchase price.
+Added: Amendment No.
+Added: 4 also clarifies that a director nominated for reelection but failing to get reelected would be treated as if he or she was terminated without cause (and thus eligible for modified benefits post-termination).
+Added: There were no payments made under the Plan during the six months ended June 30, 2022.
Deferred Compensation Plan - On December 6, 2019, the Company’s Board of Directors approved the Gyrodyne, LLC Nonqualified Deferred Compensation Plan for Employees and Directors (the “DCP”) effective as of January 1, 2020.
The DCP is a nonqualified deferred compensation plan maintained for officers and directors of the Company. 
−Removed: Under the DCP, officers and directors may elect to defer a portion of their compensation to the DCP and receive interest on such deferred payments at a fixed rate of 5 %. 
+Added: Under the DCP, officers and directors may elect to defer a portion of their compensation to the DCP and receive interest on such deferred payments at a fixed rate of 5 % (per annum).
All DCP benefits will be paid in a single lump sum cash payment on December 15, 2026, unless a Plan of Liquidation is established for Gyrodyne before the distribution date in which case all benefits will be paid in a single lump sum cash payment after execution of an amendment to terminate the DCP.
4 unchanged sentences
Under the Settlement, Gyrodyne agreed that any sales of its properties would be effected only in arm's-length transactions at prices at or above their appraised values as of 2014.
−Removed: As of March 31, 2022 and December 31, 2021, the value of the remaining unsold properties exceeded the respective 2014 appraised values.
+Added: As of June 30, 2022 and December 31, 2021, the value of the remaining unsold properties exceeded the respective 2014 appraised values.
Article 78 Proceeding –
−Removed: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties, commenced a special proceeding (the “Article 78 Proceeding”), against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Town of Smithtown Planning Board’s (the “Planning Board”) determination relating to the Company’s application for the preliminary subdivision approval with respect to our Flowerfield property. 
+Added: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties, commenced a special proceeding (the “Article 78 Proceeding”), against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Town of Smithtown Planning Board’s (the “Planning Board”) determinations relating to the Flowerfield Subdivision Application.
The Article 78 Proceeding was commenced by the filing of a petition (the “Petition”) in the Supreme Court of the State of New York, Suffolk County, pursuant to Article 78 of the N.Y.
−Removed: Civil Practice Law and Rules. 
−Removed: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the State Environmental Quality Review Act (“SEQRA”), dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Company’s application for preliminary approval to divide the Flowerfield property into eight lots (the “Flowerfield Subdivision Application”), and (ii) preliminary approval on March 30, 2022 of the Flowerfield Subdivision Application.
+Added: Civil Practice Law and Rules.
+Added: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the SEQRA, dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022 of the Flowerfield Subdivision Application.
The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process.
−Removed: The Company and the Town of Smithtown will vigorously defend the Planning Board’s determinations against the Petition.
+Added: The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
General –
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To the extent, the Company underestimates or overestimates forecasted cash outflows (capital improvements, lease commissions and operating costs) or overestimates or understates forecasted cash inflows (rental revenue rates), the estimated net realizable value of its real estate assets could be overstated or understated.
+Added: COVID- 19 and Macroeconomic Risks
The COVID- 19 pandemic and the various governmental and market responses intended to contain and mitigate the spread of the virus and its detrimental public health impact, as well as the general uncertainty surrounding the dangers and impact of the pandemic, continue to have a significant impact on the U.S.
economy, including the real estate market.
−Removed: To date, the COVID- 19 pandemic has impacted operations of our existing properties, and we believe it has had an impact on our strategic plan to enhance the value of our properties and sell them at higher prices.
−Removed: In particular, the pandemic has adversely impacted the gross profit from operations and has been a significant factor in prolonging the entitlement process.
+Added: To date, the COVID- 19 pandemic has impacted operations of our existing properties, and we believe it has had a negative impact on our strategic plan to enhance the value of our properties and sell them at higher prices and on our operating generally.
+Added: In particular, the pandemic has adversely impacted our gross profit from operations and has been a significant factor in prolonging the entitlement process.
We believe it was also a major factor leading to the termination in 2021 by the purchasers in two purchase agreements for the sale of portions of our Cortlandt Manor and Flowerfield properties.
−Removed: The U.S economy has been growing as COVID- 19 vaccinations are increasingly administered, commercial activities increasingly return to pre-pandemic practices and operations, and as a result of recent and expected future government spending on COVID- 19 pandemic relief, infrastructure and other matters.
−Removed: However, this favorable outlook could be affected materially by adverse developments, if any, related to the COVID- 19 pandemic, including resurgence of COVID- 19 cases due to more contagious variants or new or more restrictive public health requirements recommended or imposed by federal, state and local authorities.
−Removed: There remains uncertainty as to the ultimate duration and severity of the pandemic on commercial activities, including risks that may arise from mutations or related strains of the virus, and the ability to successfully administer vaccinations to a sufficient number of persons or attain immunity to the virus by natural or other means to achieve herd immunity.
−Removed: Until the COVID- 19 pandemic has been resolved as a public health crisis, it retains the potential to cause further and more severe disruption of global and national economies, cause political uncertainty and civil unrest, and diminish consumer confidence, all of which could impact the local real estate market and our business.
+Added: Until recently, the U.S economy had been growing as COVID- 19 vaccinations were increasingly administered and many commercial activities returned to pre-pandemic practices and operations.
+Added: However, this favorable outlook could be affected materially by adverse developments related to the COVID- 19 pandemic and the extent to which U.S.
+Added: Federal Reserve interest rate hikes in reaction to persistent inflationary pressures have led or could lead to a recession in the U.S.
Beginning March 16, 2020, the Company’s employees began temporarily working remotely to ensure their and their family’s safety and well-being.
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We are actively working with our tenants to manage and mitigate the impact of COVID- 19 on the Company’s operations, liquidity and resulting Net Asset Value.
−Removed: The extent of the impact of COVID- 19 on the Company's operational and financial performance and ultimately its Net Asset Value, will depend on current and future developments, including the duration and spread of the outbreak and related governmental or other regulatory actions and the effectiveness of the COVID- 19 vaccine program.
In addition, the pandemic has resulted in a significant shift toward commercial acceptance of remote working and telemedicine which may adversely impact our occupancy rate and average rate per square foot.
The Company’s ability to operate seamlessly and limit any adverse impact on its forecasted net asset value will also depend, in part, on whether any of its key employees or key advisers are infected by the Coronavirus and become ill from COVID- 19.
−Removed: As a result of the foregoing developments, we are unable to determine what the ultimate impact will be on our timeline for seeking entitlements and selling properties, and ultimately on the amount proceeds and distributions from those sales.
+Added: The extent of the impact of these public health and macroeconomic risks on the Company's operational and financial performance and ultimately its Net Asset Value, will depend on current and future developments, including the duration and spread of the outbreak and related governmental or other regulatory actions and the effectiveness of the COVID- 19 vaccine program and other mitigation efforts, and the extent to which interest rate hikes to combat inflation have a recessionary effect.
+Added: As a result of the foregoing developments, we are unable to determine what the ultimate impact will be on our timeline for seeking entitlements and selling properties, and ultimately on the amount of net proceeds and distributions from those sales.
Related Party Transactions
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A summary of the leasing arrangements is as follows:
−Removed: Total Commitment (net of abatement, excluding renewal options)
+Added: Total Commitment (net of abatement,
+Added: excluding renewal options)
Jan 2021-Dec 2022
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Any space not subleased may be used by the tenant rent-free for certain stated art uses, although the tenant is responsible for certain passthrough expenses such as electric and heat.
−Removed: Since rent is only due if the space is sublet, the Company believes the fair value of the space to the extent not sublet reflects a below market lease over the three months ending March 31, 2022 of $ 4,542 and total commitments of up to $ 36,340 .
+Added: Since rent is only due if the space is sublet, the Company believes the fair value of the space to the extent not sublet reflected a below market lease over the three months ending March 31, 2022 of $ 4,543 and total commitments of up to $ 36,340 .
In March 2022, a Consolidated Lease Agreement was signed between the Company and the not -for-profit organization that extended the lease to December 2027.
It also changed some terms of the original leases including rent on the master lease suite, 3 % escalators and agreements on work to be performed by the Company and by the tenant, respectively.
−Removed: The signed Consolidated Lease Agreement reflects a below market lease of $ 8,829 annually and $ 44,144 during the extended period.
+Added: The signed Consolidated Lease Agreement reflects a below market lease of $ 2,207 for the six months ended June 30, 2022 and $ 44,144 during the extended period.
A summary of the additional rent under the new arrangement is as follows:
6 unchanged sentences
$ 290,752  
−Removed: During the three -months ended March 31, 2022, the Company received rental revenue of $ 8,902 related to these lease agreements. 
+Added: During the six -months ended June 30, 2022, the Company received rental revenue of $ 21,664 related to these lease agreements.
The independent members of the Board of the Company approved all of the leasing transactions described above.
The Chairman is also a partner of the firm Lamb & Barnosky, LLP that provided pro bono legal representation to the aforementioned not -for-profit corporation on the lease.
−Removed: Subsequent Events
−Removed: Article 78 –
−Removed: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”), pursuant against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Town of Smithtown Planning Board’s (the “Planning Board”) determination relating to the Company’s application for the preliminary subdivision approval with respect to our Flowerfield property. 
−Removed: The Article 78 Proceeding was commenced by the filing of a petition (the “Petition”) in the Supreme Court of the State of New York, Suffolk County, pursuant to Article 78 of New York’s Civil Practice Law and Rules. 
−Removed: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the State Environmental Quality Review Act (“SEQRA”), dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Company’s application for preliminary approval to divide the Flowerfield property into eight lots (the “Flowerfield Subdivision Application”), and (ii) preliminary approval on March 30, 2022, of the Flowerfield Subdivision Application.
−Removed: The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process. 
−Removed: The Company and the Town of Smithtown will vigorously defend the Planning Board’s determinations against the Petition.
−Removed: 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.
−Removed: Nevertheless, the Company remains confident that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties will culminate by year-end 2024, although there can be no assurance that the Company and the Town of Smithtown will be successful in the defense of the Planning Board’s determinations against the Petition or that other factors beyond our control will necessitate an extension of the timeline generally.
−Removed: Retention Bonus Plan Amendment –
−Removed: On May 6, 2022, the Board unanimously approved an amendment to the Plan (“Amendment No.
−Removed: 4 ) to the Company’s Retention Bonus Plan (as amended, the “Plan”).
−Removed: Amendment No.
−Removed: 4 provides that on or after May 6, 2022, the Plan may not be (A) suspended or terminated, or (B) amended in a manner that would reduce, eliminate or otherwise materially impair the manner in which (i) the bonus pool is to be determined, calculated or funded, or (ii) bonus payments are to be made to participants in the Plan. 
−Removed: The objective of this change is to enhance the retention value of the Plan by limiting the circumstances under which the Plan may be amended or terminated, e.g., following a change in control of the board or otherwise, in a manner that would deprive participants of the opportunity to earn benefits under the Plan.
−Removed: Amendment No.
−Removed: 4 also provides that once a contract for sale of a property is executed, the Plan’s requirement to continue earning growth at a 4 % internal rate of return, applicable to participants who have separated due to death, disability, substantial reduction in compensation or board fees, mutual agreement to “right size”
−Removed: the board or involuntary termination without Cause, will no longer apply. 
−Removed: The rationale for the elimination of the 4% internal rate of return requirement for the aforementioned categories of separated participants is that a property’s value cannot increase between signing and closing but could decrease as a result of corporate due diligence (such as identifying environmental or other issues), which might decrease the purchase price.
−Removed: Amendment No.
−Removed: 4 also clarifies that a director nominated for reelection but failing to get reelected would be treated as if he or she was terminated without cause (and thus eligible for modified benefits post-termination).
Management ’
8 unchanged sentences
in this report refer to Gyrodyne, LLC’s common shares representing limited liability company interests.
−Removed: References herein to our Quarterly Report are to this Quarterly Report on Form 10-Q for the three-months ended March 31, 2022.
+Added: References herein to our Quarterly Report are to this Quarterly Report on Form 10-Q for the six-months ended June 30, 2022.
Cautionary Statements Concerning Forward –
14 unchanged sentences
These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.
−Removed: Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, the effect of economic and business conditions, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the ability to obtain additional capital in order to enhance the value of the Flowerfield and Cortlandt Manor properties, the potential effects of the ongoing COVID-19 pandemic on our business, operations and timelines for seeking entitlements and pursuing the sale of our properties and distributions to our shareholders, risks and uncertainties associated with community activism, regulatory enforcement and any litigation that may develop in connection with our efforts to sell our properties strategically, including related enhancement efforts, and other risks detailed from time to time in the Company’s SEC reports.
+Added: Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, risks associated with the Article 78 Proceeding against the Company and any other litigation that may develop in connection with our efforts to enhance the value of and sell our properties, strategically, ongoing community activism, regulatory enforcement, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the ability to obtain additional capital in order to enhance the value of the Flowerfield and Cortlandt Manor properties, the potential effects of the ongoing COVID-19 pandemic, the risk of inflation, rising interest rates, recession and supply chain constraints or disruptions, and other risks detailed from time to time in the Company’s SEC reports.
These and other matters the Company discuss in this Report, or in the documents it incorporates by reference into this Report, may cause actual results to differ from those the Company describes.
2 unchanged sentences
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
−Removed: In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the continuing severity and duration of the outbreak, uncertainty regarding the effectiveness of federal, state and local governments’
−Removed: efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S.
−Removed: economy and economic activity.
+Added: In particular, it is difficult to fully assess the impact of COVID-19, the risk of inflation, rising interest rates and recession at this time.
The Company assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
5 unchanged sentences
The Board believes the aforementioned strategy will increase the values for such properties.
−Removed: The value of the real estate reported in the consolidated statement of net assets as of March 31, 2022 (predicated on current asset values) includes some, but not all of the potential value impact that may result from such value enhancement efforts.
+Added: The value of the real estate reported in the consolidated statement of net assets as of June 30, 2022 includes some, but not all of the potential value impact that may result from such value enhancement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
8 unchanged sentences
We remain committed on (1) enhancing the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders, (2) completing the disposition of our assets, (3) making timely distributions to our shareholders, (4) managing capital and liquidity, (5) mitigating risks relating to interest rates and real estate cycles and (6) completing the liquidation of the Company.
−Removed: After giving effect to the Company’s dispositions of real property through March 31, 2022, the Company owns the following properties:
+Added: After giving effect to the Company’s dispositions of real property through June 30, 2022, the Company owns the following properties:
Cortlandt Manor:
15 unchanged sentences
The Company believes the aforementioned dual strategy will increase the values for such properties.
−Removed: The value of the real estate reported in the consolidated statement of net assets as of March 31, 2022 (predicated on current asset values) includes some but not all of the potential value impact that may result from such value enhancement efforts.
+Added: The value of the real estate reported in the consolidated statement of net assets as of June 30, 2022 includes some but not all of the potential value impact that may result from such value enhancement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
6 unchanged sentences
On March 30, 2022, the Town of Smithtown Planning Board (the “Planning Board”) unanimously granted Gyrodyne’s application for preliminary approval to divide the Flowerfield property into eight lots, subject to certain conditions (the “Flowerfield Subdivision Application”).
−Removed: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”), against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determination relating to the Company’s application for the preliminary subdivision approval with respect to our Flowerfield property.  
+Added: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”), against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determinations relating to the Flowerfield Subdivision Application.
The Article 78 Proceeding was commenced by the filing of a petition (the “Petition”) in the Supreme Court of the State of New York, Suffolk County, pursuant to Article 78 of New York’s Civil Practice Law and Rules (“Article 78”).
−Removed: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the State Environmental Quality Review Act (“SEQRA”), dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Company’s Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022, of the Flowerfield Subdivision Application.
−Removed: The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process. 
−Removed: The Company and the Town of Smithtown will vigorously defend the Planning Board’s determinations against the Petition.
+Added: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the SEQRA, dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022, of the Flowerfield Subdivision Application.
+Added: The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process.
+Added: The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
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.
2 unchanged sentences
Nevertheless, the Company will continue its efforts to identify one or more purchasers for Flowerfield and execute purchase agreements, and it is unclear at this time what impact, if any, the Article 78 Proceeding will have on such efforts.
−Removed: Various other factors will continue to impact the timeline to achieve final approvals, including the backlog of land use applications, labor shortages and climate change concerns. 
−Removed: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor sometime in 2022 and that we will generally be able to seek to identify purchasers for such properties after subdivision approval is received. 
+Added: Various other factors will continue to impact the timeline to achieve final approvals, including the backlog of land use applications, labor shortages and environmental concerns.
+Added: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor in late 2022 or early 2023 and that we will generally be able to seek to identify purchasers for such properties after subdivision approval is received.
The Company believes that standard market terms for real property transactions in both Cortlandt Manor and the Town of Smithtown would include both final subdivision approval and final unappealable site plan approval as conditions to closing.
3 unchanged sentences
Such cash would equate to future distributions of $15.50 per share based on Gyrodyne having 1,482,680 common shares outstanding.
−Removed: These estimated distributions are based on values on March 31, 2022 and include some but not all of the potential value that may be derived from the entitlement efforts to maximize the value of Flowerfield and Cortlandt Manor.
+Added: These estimated distributions are based on values on June 30, 2022 and include some but not all of the potential value that may be derived from the entitlement efforts to maximize the value of Flowerfield and Cortlandt Manor.
The Consolidated Statements of Net Assets are based on certain estimates.
7 unchanged sentences
The Company is pursuing entitlements to maximize the value of the Flowerfield and Cortlandt Manor properties.
−Removed: During the three-months ended March 31, 2022, the Company incurred approximately $113,000 of land entitlement costs (approximately $46,000 of which certain of the Company’s service vendors agreed to defer until the first post subdivision property lot is sold), consisting primarily of engineering costs, legal fees and real estate taxes to support the Company’s respective entitlement efforts.
+Added: During the six-months ended June 30, 2022, the Company incurred approximately $186,000 of land entitlement costs (approximately $66,000 of which certain of the Company’s service vendors agreed to defer until the first post subdivision property lot is sold), consisting primarily of engineering costs, legal fees and real estate taxes to support the Company’s respective entitlement efforts.
We estimate that the Company may incur approximately $1.18 million in additional land entitlement costs (approximately $220,000 of which Company vendors have agreed to defer until the first post subdivision property lot is sold) through December 31, 2024 in pursuit of entitlements (approximately $383,000 in Cortlandt Manor and $799,000 in Flowerfield).
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Medical Office Lot #2
−Removed: The entitlement costs for the three-months ended March 31, 2022 associated with the ownership and development of this property were approximately $26,000.
+Added: The entitlement costs for the six-months ended June 30, 2022 associated with the ownership and development of this property were approximately $48,000.
As a property owner with eligible parcels in this district, Gyrodyne submitted an Environmental Assessment Form to the Town of Cortlandt Planning Department in December 2017 to support its application to receive a MOD campus designation.
10 unchanged sentences
Multi-Family Residential Lot #2
+Added:  160 Units
The alternate is being reviewed for all categories of impacts in the SEQRA documentation similar to the primary proposal, and if approved as anticipated, will allow Gyrodyne the option to proceed with either program following MOD designation and subdivision.
2 unchanged sentences
As anticipated, on August 7, 2018, the Town Board formally issued a “positive declaration”
−Removed: under the State Environmental Quality Review Act (“SEQRA”), i.e., a declaration that the project may result in one or more significant environmental impacts and will require the preparation of an Environmental Impact Statement (“EIS”), the scope of which was also adopted.
+Added: under the SEQRA, i.e., a declaration that the project may result in one or more significant environmental impacts and will require the preparation of an Environmental Impact Statement (“EIS”), the scope of which was also adopted.
On August 28, 2018, the Town filed the Scope for a DGEIS with input from Gyrodyne for both the MOD zoning and the proposed uses so that upon adoption, minimal further review (other than site plan review) should be required to develop the property.
4 unchanged sentences
A Town Board work session was conducted Monday March 7, 2022 for the primary purpose of the stakeholders describing their current development programs for the benefit of the new Town Board members voted in this past November.
−Removed: Although not required by SEQR, the Town Board conducted a FEIS public hearing on Monday May 2, 2022 and closed the hearing that evening while leaving the public comment period open for twenty days. 
−Removed: As of May 2022, additional public comments are being entered and require formal written responses by stakeholder representatives.
−Removed: The Town Board will be scheduling a Public Work Session before scheduling a vote to accept the Final GEIS (in addition to assembling and preparing formal responses to public comments from the May 2, 2022 public hearing).
−Removed: Given the additional round of FEIS comments and responses and the forthcoming Public Work Session, it is anticipated that the Final GEIS will be accepted by the Town Board with the SEQR process completed in the Fall of 2022.
−Removed: The Town Board is anticipated to adopt a MOD designation for the property at the same time, with subdivision approval granted by the Town Planning Board occurring in the third quarter of 2022.
−Removed: The Company does not plan on developing the property but rather positioning the property to be sold with all entitlements necessary to achieve maximum pre-construction value for the Company in the shortest period of time with the least amount of risk to the Company.
+Added: Although not required by SEQRA, the Town Board conducted another public hearing on Monday, May 2, 2022 and closed the hearing that evening while leaving the public comment period open for twenty days.
+Added: The additional public comments are being reviewed and will require formal written responses by stakeholders including Gyrodyne.
+Added: The Cortlandt Manor Town Board will be scheduling a public work session before scheduling a vote to accept the GEIS.
+Added: We anticipate that the final GEIS will be accepted by the Town Board with SEQRA completed in the fourth quarter of 2022.
+Added: The Town Board is anticipated to adopt a MOD designation for the property at the same time.
+Added: We also anticipate subdivision and conceptual site plan approvals within the first quarter of 2023. The Company does not plan on developing the property but rather positioning the property to be sold with all entitlements necessary to achieve maximum pre-construction value for the Company in the shortest period of time with the least amount of risk to the Company.
Flowerfield .
22 unchanged sentences
The Company reviewed the public comments and responded by submitting a Final EIS (“FEIS”) on April 20, 2020.
−Removed: Following the receipt of additional comments on May 29 and June 9, 2020, the Company filed its FEIS on July 24, 2020. 
+Added: Following the receipt of additional comments on May 29 and June 9, 2020, the Company filed its FEIS on July 24, 2020.
Following State DOT comments received July 31, 2020 and Town comments dated August 21, 2020, the Company filed a revised FEIS on September 16, 2020 and received new comments on October 16, 2020.
−Removed: The Company filed a revised FEIS on October 29, 2020. 
+Added: The Company filed a revised FEIS on October 29, 2020.
Upon addressing final Town comments received December 4, 2020, the Company filed its Final FEIS on December 9, 2020 reflecting an eight-lot subdivision.
7 unchanged sentences
Approval of the Preliminary Subdivision was granted at that meeting.
−Removed: Final Subdivision approval is expected in the third or fourth quarter of 2022.
+Added: Final Subdivision approval is expected in late 2022 or early 2023.
         
−Removed: The entitlement costs for the three-months ended March 31, 2022 associated with the ownership and development of this property consisted of architectural and engineering costs, legal expenses, economic analysis, soil management and surveys were approximately $87,000.
+Added: The entitlement costs for the six-months ended June 30, 2022 associated with the ownership and development of this property consisted of architectural and engineering costs, legal expenses, economic analysis, soil management and surveys were approximately $138,000.
While we cannot predict the outcome of the subdivision application, we have undertaken to subdivide the Flowerfield property in a manner that we believe will result in maximum pre-construction values in the shortest amount of time and limited risk.
14 unchanged sentences
Unless otherwise specified, the statistical and other information regarding the Company’s properties and tenants are estimates based on information available to the Company.
−Removed: As a result of the rapid development, fluidity and uncertainty surrounding this situation, the Company expects that such statistical and other information will change, potentially significantly, going forward, and may not be indicative of the actual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the first quarter of 2022 and future periods.
−Removed: The spread of COVID-19 is having a significant impact on the global economy, the U.S.
+Added: As a result of the rapid development, fluidity and uncertainty surrounding this situation, the Company expects that such statistical and other information will change, potentially significantly, going forward, and may not be indicative of the actual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the first and second quarters of 2022 and future periods.
+Added: The spread of COVID-19 has had a significant impact on the global economy, the U.S.
economy, the economies of the local markets in which the Company’s properties are located and the broader financial markets.
8 unchanged sentences
Approximately 41% of the Company’s tenants (based on 2022 projected annual rental revenues) are from tenants that are not part of or affiliated with a major hospital.
−Removed: The U.S economy has been growing as COVID-19 vaccinations are increasingly administered, commercial activities increasingly return to pre-pandemic practices and operations, and as a result of recent and expected future government spending on COVID-19 pandemic relief, infrastructure and other matters.
−Removed: However, this favorable outlook could be affected materially by adverse developments, if any, related to the COVID-19 pandemic, including resurgence of COVID-19 cases due to more contagious variants, such as the Delta variant, or new or more restrictive public health requirements recommended or imposed by federal, state and local authorities.
−Removed: There remains uncertainty as to the ultimate duration and severity of the pandemic on commercial activities, including risks that may arise from mutations or related strains of the virus, and the ability to successfully administer vaccinations to a sufficient number of persons or attain immunity to the virus by natural or other means to achieve herd immunity.
−Removed: Until the COVID-19 pandemic has been resolved as a public health crisis, it retains the potential to cause further and more severe disruption of global and national economies, cause political uncertainty and civil unrest, and diminish consumer confidence, all of which could impact the local real estate market and our business.
+Added: The COVID-19 pandemic may adversely impact the timeliness of local government in granting required approvals.
+Added: Accordingly, COVID-19 may cause the completion of important stages in our efforts to secure entitlements to be delayed.
+Added: Until recently, the U.S economy had been growing as COVID-19 vaccinations were increasingly administered and many commercial activities returned to pre-pandemic practices and operations.
+Added: However, this favorable outlook could be affected materially by adverse developments related to the COVID-19 pandemic and the extent to which U.S Federal Reserve interest rate hikes in reaction to persistent inflationary pressures have led or could lead to a recession in the U.S.
The Company has taken a number of proactive measures to maintain the strength of its business and manage the impact of COVID-19 on the Company’s operations and liquidity, including the following:
7 unchanged sentences
Further, the Company expects that the only material capital expenditures at the Company’s properties will be tenant improvements and/or other leasing costs associated with existing and new leases.
−Removed: The Company adopted a Deferred Compensation Plan effective as of January 1, 2020 pursuant to which officers and directors may elect to defer a portion of their compensation until the earlier of December 15, 2026 or adoption of a Plan of Liquidation, together with interest on such deferred payments at a fixed rate of 5%.
−Removed: As of March 31, 2022, directors have deferred $814,609 (inclusive of interest) and have committed to an additional $216,000, plus interest through 2022.
−Removed: The extent of the impact of COVID-19 on the Company's operational and financial performance and ultimately its net asset value, will depend on current and future developments, including the duration and spread of the outbreak and related governmental or other regulatory actions.
+Added: The Company adopted a Deferred Compensation Plan effective as of January 1, 2020 pursuant to which officers and directors may elect to defer a portion of their compensation until the earlier of December 15, 2026 or adoption of a Plan of Liquidation, together with interest on such deferred payments at a fixed rate of 5% (per annum).
+Added: As of June 30, 2022, directors have deferred $897,252 (inclusive of interest) and have committed to an additional $144,000, plus interest through 2022.
+Added: The pandemic has resulted in a significant shift toward commercial acceptance of remote working and telemedicine which may adversely impact our occupancy rate and average rate per square foot.
The Company’s ability to operate seamlessly and limit any adverse impact on its forecasted net asset value will also depend, in part, on whether any of its key employees or key advisers are infected by the Coronavirus and become ill from COVID-19.
+Added: The extent of the impact of these public health and macroeconomic risks on the Company's operational and financial performance and ultimately its Net Asset Value, will depend on current and future developments, including the duration and spread of the outbreak and related governmental or other regulatory actions and the effectiveness of the COVID-19 vaccine program and other mitigation efforts, and the extent to which interest rate hikes to combat inflation have a recessionary effect.
As a result of the foregoing developments, we are unable to determine what the ultimate impact will be on our timeline for seeking entitlements and selling properties, and ultimately on the amount proceeds and distributions from those sales.
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and Part I, Item 1A, “Risk Factors”, of our Annual Report for the year ended December 31, 2021.
−Removed: Transaction Summary for the Three-Months Ended March 31, 2022
−Removed: The following summarizes our significant transactions and other activity during the three-months ended March 31, 2022.
+Added: Transaction Summary for the Six-Months Ended June 30, 2022
+Added: The following summarizes our significant transactions and other activity during the six-months ended June 30, 2022.
Small businesses are expected to be adversely affected disproportionately by the economic ramifications of COVID-19.
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Leasing Activity.
−Removed: During the three-months ended March 31, 2022, the Company executed one new lease and six renewals comprising approximately 3,100 and 8,100 square feet and annual revenue of approximately $48,000 and $87,000, respectively.
−Removed: The Company incurred commission fees of approximately $26,000 relating to total rental revenue of approximately $516,000.
+Added: During the six-months ended June 30, 2022, the Company executed one new lease and eight renewals comprising approximately 1,100 and 11,000 square feet, annual revenue of approximately $10,000 and $147,000 and total commitments of approximately $11,000 and $431,000 respectively.
+Added: The Company incurred commission fees of approximately $26,000 relating to the new and extended leases.
+Added: There was also one termination and one expansion resulting in a net increase of approximately 1,600 square feet, $70,000 in annual revenue and approximately $354.000 in total commitment.
+Added: The Company incurred commission fees of approximately $11, 200 on the expansion.
Critical Accounting Policies
−Removed: Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, applies the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then s distributions to holders of Gyrodyne common shares.
+Added: Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, apply the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then pay distributions to holders of Gyrodyne common shares.
Therefore, effective September 1, 2015 Gyrodyne adopted the liquidation basis of accounting.
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The consolidated statements of net assets and changes in net assets are the principal financial statements presented under the liquidation basis of accounting.
−Removed: Under the liquidation basis of accounting, all the Company’s assets have been stated at their estimated net realizable value, or liquidation value, (which represents the estimated amount of cash that Gyrodyne will collect on the disposal of assets as it carries out the plan of liquidation), which is based on independent third-party appraisals, estimates and other indications of sales value (predicated on current values).
+Added: Under the liquidation basis of accounting, all the Company’s assets have been stated at their estimated net realizable value, or liquidation value, (which represents the estimated amount of cash that Gyrodyne will collect on the disposal of assets as it carries out the plan of liquidation), which is based on independent third-party appraisals, estimates and other indications of sales value.
All liabilities of the Company, including those estimated costs associated with implementing the plan of liquidation, have been stated at their estimated settlement amounts.
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On March 30, 2022, the Town of Smithtown Planning Board (the “Planning Board”) unanimously granted Gyrodyne’s application for preliminary approval to divide the Flowerfield property into eight lots, subject to certain conditions (the “Flowerfield Subdivision Application”).
−Removed: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”) against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determination relating to the Company’s application for the preliminary subdivision approval with respect to our Flowerfield property.  
+Added: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”) against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determinations relating to the Flowerfield Subdivision Application.
The Article 78 Proceeding was commenced by the filing of a petition (the “Petition”) in the Supreme Court of the State of New York, Suffolk County, pursuant to Article 78 of New York’s Civil Practice Law and Rules (“Article 78”).
−Removed: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the State Environmental Quality Review Act (“SEQRA”), dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Company’s Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022, of the Flowerfield Subdivision Application.
−Removed: The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process. 
−Removed: The Company and the Town of Smithtown will vigorously defend the Planning Board’s determinations against the Petition.
+Added: Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the SEQRA, dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022, of the Flowerfield Subdivision Application.
+Added: The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process.
+Added: The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
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.
Nevertheless, the Company remains confident that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties will culminate by year-end 2024, although there can be no assurance that the Company and the Town of Smithtown will be successful in the defense of the Planning Board’s determinations against the Petition or that other factors beyond our control will necessitate an extension of the timeline generally.
−Removed: The Flowerfield subdivision will remain subject to the Article 78 Proceeding unless Gyrodyne and the Town of Smithtown prevail in their defense of the Planning Board’s determinations against the Petition. 
−Removed: Nevertheless, the Company will continue its efforts to identify one or more purchasers for Flowerfield and execute purchase agreements, and it is unclear at this time what impact, if any, the Article 78 Proceeding will have on such efforts.
−Removed: Various other factors will continue to impact the timeline to achieve final approvals, including the backlog of land use applications, labor shortages and climate change concerns. 
−Removed: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor sometime in 2022 and that we will generally be able to seek to identify purchasers for such properties after subdivision approval is received. 
+Added: The Flowerfield subdivision will remain subject to the Article 78 Proceeding unless Gyrodyne and the Town of Smithtown prevail in their defense of the Planning Board’s determinations against the Petition.  Nevertheless, the Company will continue its efforts to identify one or more purchasers for Flowerfield and execute purchase agreements, and it is unclear at this time what impact, if any, the Article 78 Proceeding will have on such efforts.
+Added: Various other factors will continue to impact the timeline to achieve final approvals, including the backlog of land use applications, labor shortages and environmental concerns.
+Added: Nevertheless, although there can be no assurances, we anticipate receiving final approval of our subdivision applications for Flowerfield and Cortlandt Manor in late 2022 or early 2023 and that we will generally be able to seek to identify purchasers for such properties after subdivision approval is received.
The Company believes that standard market terms for real property transactions in both Cortlandt Manor and the Town of Smithtown would include both final subdivision approval and final unappealable site plan approval as conditions to closing.
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The Company intends to aggressively market its properties and negotiate contracts in an effort to complete the process as soon as practicable, perhaps even earlier than 2024, with the ultimate timeline being largely dependent on factors outside the Company’s control, and therefore there can be no assurance that the Company will be able to meet such earlier timeline or even our formal stated deadline of December 2024.
−Removed: The Company’s assumptions and estimates (including the sales proceeds of all its real estate holdings, selling costs, retention bonus payments, rental revenues, rental expenses, capital expenditures, land entitlement costs, general and administrative fees, director and officer liability and reimbursement, post liquidation insurance tail coverage policy and final liquidation costs) are based on completing the liquidation by December 31, 2024.
+Added: The Company’s assumptions and estimates (including the sales proceeds of all our real estate holdings, selling costs, retention bonus payments, rental revenues, rental expenses, capital expenditures, land entitlement costs, general and administrative fees, director and officer liability and reimbursement, post liquidation insurance tail coverage policy and final liquidation costs) are based on completing the liquidation by December 31, 2024.
As previously stated, on an ongoing basis, Gyrodyne evaluates the estimates and assumptions that can have a significant impact on the reported net assets in liquidation and will update respective information accordingly for any costs and value associated with a change in the duration of the liquidation, as we cannot give any assurance on the timing of the ultimate sale of all the Company’s properties.
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Estimated Distributions per Share  – Under the liquidation basis of accounting, the Company reports estimated distributions per share data by dividing net assets by the number of shares outstanding.  
−Removed: New accounting pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of March 31, 2022, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
+Added: New accounting pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of June 30, 2022, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
Discussion of the Statements of Net Assets
−Removed: Net assets in liquidation on March 31, 2022 and December 31, 2021 would result in estimated liquidating distributions of $23,060,929 and $23,027,770, or approximately $15.55 and $15.53 per common share, respectively, based on 1,482,680 shares outstanding.
−Removed: The increase of $33,159 or $0.02 per share is attributable to the change in the estimated liquidation and operating costs net of estimated receipts, mainly due to additional revenue of approximately $66,000, offset by additional property operating expenses of $33,000.
−Removed: The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on the March 31, 2022 cash balance of $5.3 million plus adjustments for the following items which are estimated through December 31, 2024:
+Added: Net assets in liquidation on June 30, 2022 and December 31, 2021 would result in estimated liquidating distributions of $22,980,019 and $23,027,770, or approximately $15.50 and $15.53 per common share, respectively, based on 1,482,680 shares outstanding.
+Added: The decrease of $47,751 or $0.03 per share is attributable to the change in the estimated liquidation and operating costs net of estimated receipts, mainly due to legal fees the Company will incur to defend the Article 78 Proceeding of approximately $500,000 and other additional costs net of savings of approximately $30,000 (of which approximately $21,000 relates to commissions on new leases or expansions), offset by additional revenue of approximately $480,000 of which approximately $370,000 relates to new leases or expansions.
+Added: The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on the June 30, 2022 cash balance of $4.8 million plus adjustments for the following items which are estimated through December 31, 2024:
The estimated cash receipts from the operation of the properties net of rental property related expenditures as well as costs expected to be incurred to preserve or improve the net realizable value of the properties at their estimated gross sales proceeds.
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To the extent the Company underestimates or overestimates forecasted cash outflows (capital improvements, lease commissions and operating costs) or overestimates or underestimates forecasted cash inflows (rental revenue rates), the estimated net realizable value of its real estate assets could be overstated or understated.
−Removed: The Company estimates that it will incur approximately $1.25 million (included in the statements of net assets as part of the estimated liquidation and operating costs net of estimated receipts) in land entitlement costs from April 2022 through the end of the liquidation period, currently estimated to conclude on or about December 31, 2024, in an effort to obtain entitlements, including special permits.
+Added: The Company estimates that it will incur approximately $1.18 million (included in the statements of net assets as part of the estimated liquidation and operating costs net of estimated receipts) in land entitlement costs from July 2022 through the end of the liquidation period, currently estimated to conclude on or about December 31, 2024, in an effort to obtain entitlements, including special permits.
The Company believes the commitment of these resources will enable the Company to position the properties for sale with all entitlements necessary to maximize the Flowerfield and Cortlandt Manor property values.
−Removed: During the three-months ended March 31, 2022, the Company incurred approximately $113,000 of land entitlement costs (approximately $46,000 of which certain of the Company’s service vendors agreed to defer until the first post subdivision property lot is sold), consisting primarily of engineering fees, legal fees and real estate taxes.
−Removed: The Company believes the remaining balance of $1.25 million (approximately $240,000 of which the Company’s service vendors have agreed to defer until the first post subdivision property lot is sold) will be incurred from April 2022 through the end of the liquidation period.
+Added: During the six-months ended June 30, 2022, the Company incurred approximately $186,000 of land entitlement costs (approximately $66,000 of which certain of the Company’s service vendors agreed to defer until the first post subdivision property lot is sold), consisting primarily of engineering fees, legal fees and real estate taxes.
+Added: The Company believes the remaining balance of $1.18 million (approximately $220,000 of which the Company’s service vendors have agreed to defer until the first post subdivision property lot is sold) will be incurred from July 2022 through the end of the liquidation period.
The Company does not intend to develop the properties but rather to commit resources to position the properties for sale in a timely manner with all entitlements necessary to achieve maximum pre-construction values.
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As a result, the Company has focused and will continue to focus its land entitlement efforts on achieving the highest and best use while considering the time necessary to achieve such entitlements.
−Removed: During the process of pursuing such entitlements, the Company may entertain offers from potential buyers who may be willing to pay premiums for the properties that the Company finds more acceptable from a timing or value perspective than completing the entitlement processes itself.
−Removed: The value of the real estate reported in the statement of net assets as of March 31, 2022 (predicated on current asset values) includes some but not all of the potential value impact that may result from the land entitlement efforts.
+Added: During the process of pursuing such entitlements, the Company may entertain offers from potential buyers who may be willing to pay premiums for the properties that the Company finds more acceptable from a timing or value perspective than completing the entitlement process itself.
+Added: The value of the real estate reported in the statement of net assets as of June 30, 2022 includes some but not all of the potential value impact that may result from the land entitlement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
−Removed: The net assets in liquidation on March 31, 2022 ($23,060,929) results in estimated liquidating distributions of approximately $15.55 per common share (based on 1,482,680 shares outstanding), based on estimates and other indications of sales value (predicated on current asset values) which includes some but not all of the actual potential sales proceeds that may result directly or indirectly from our land entitlement efforts.
−Removed: Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated liquidating distributions as of March 31, 2022 because the amount of such additional value is too difficult to predict with sufficient certainty.
+Added: The net assets in liquidation on June 30, 2022 ($22,980,019) results in estimated liquidating distributions of approximately $15.50 per common share (based on 1,482,680 shares outstanding), based on estimates and other indications of sales value which includes some but not all of the actual potential sales proceeds that may result directly or indirectly from our land entitlement efforts.
+Added: Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated liquidating distributions as of June 30, 2022 because the amount of such additional value is too difficult to predict with sufficient certainty.
The Company believes the land entitlement efforts will enhance estimated distributions per share through the improved values (some but not all of which has already been included in the reported value for real estate held for sale) from the sales of the Flowerfield and Cortlandt Manor properties net of the costs to achieve the improved values and other expenses.
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There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, changes in values of the Cortlandt Manor and/or Flowerfield properties (whether market driven or resulting from the land entitlement efforts) net of any bonuses (if such values exceed the minimum values required to pay bonuses under the retention bonus plan), favorable or unfavorable changes in the land entitlement costs, the performance of the underlying assets, the market for commercial real estate properties generally and any changes in the underlying assumptions of the projected cash flows.
−Removed: The following table summarizes the estimates to arrive at the Net Assets in Liquidation as of March 31, 2022 (dollars are in millions).
−Removed: March 31, 2022 cash and cash equivalents balance
+Added: The following table summarizes the estimates to arrive at the Net Assets in Liquidation as of June 30, 2022 (dollars are in millions).
+Added: June 30, 2022 cash and cash equivalents balance
Principal payments on loan
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Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, applies the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then pays liquidating distributions to holders of Gyrodyne common shares.
−Removed: Therefore, the Company includes in its financial statements the Consolidated Statement of Changes in Net Assets for the three-months ended March 31, 2022, which is discussed below:
+Added: Therefore, the Company includes in its financial statements the Consolidated Statement of Changes in Net Assets for the six-months ended June 30, 2022, which is discussed below:
Net assets in liquidation on January 1, 2022
−Removed: Changes in net assets in liquidation from January 1 through March 31, 2022:
+Added: Changes in net assets in liquidation from January 1 through June 30, 2022:
Change in liquidation value of real estate
Remeasurement of assets and liabilities in liquidation
−Removed: Total increase in net assets in liquidation
−Removed: Net assets in liquidation on March 31, 2022
+Added: Total decrease in net assets in liquidation
+Added: Net assets in liquidation on June 30, 2022
Liquidity and Capital Resources
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We finance our operations through cash on hand.
−Removed: Certain of the Company’s major vendors (including land development vendors) have agreed to defer payment on 50% of their fees until the subdivided lot is sold.
+Added: Certain of the Company’s major vendors have agreed to defer payment on 50% of their fees until the subdivided lot is sold.
Additionally, on December 6, 2019, the Company’s Board of Directors approved the Gyrodyne, LLC Nonqualified Deferred Compensation Plan for Employees and Directors (the “DCP”) effective as of January 1, 2020.
The plan is a nonqualified deferred compensation plan maintained for officers and directors of the Company. 
−Removed: Under the DCP, officers and directors may elect to defer a portion of their compensation to the DCP and receive interest on such deferred payments at a fixed rate of 5%. 
+Added: Under the DCP, officers and directors may elect to defer a portion of their compensation to the DCP and receive interest on such deferred payments at a fixed rate of 5% (per annum).
All DCP benefits will be paid in a single lump sum cash payment on December 15, 2026, unless a Plan of Liquidation is established for Gyrodyne before the distribution date in which case all benefits will be paid in a single lump sum cash payment after execution of an amendment to terminate the DCP ( See Deferred Compensation Plan above) .
−Removed: As of March 31, 2022, the Company had cash and cash equivalents totaling approximately $5.3 million.
−Removed: The Company anticipates that its current cash and cash equivalent balance and access to credit facilities will be adequate to fund its process of seeking entitlements and selling assets and subsequent dissolution.
+Added: As of June 30, 2022, the Company had cash and cash equivalents totaling approximately $4.8 million.
+Added: The Company anticipates that its current cash and cash equivalent balance will be adequate to fund its process of seeking entitlements and selling assets and subsequent dissolution.
The $4.8 million of cash will be partially used to fund our efforts to generate the highest values for the Flowerfield and Cortlandt Manor properties while simultaneously pursuing the strategic sale of these properties.
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In addition, the Company has and will continue to review operating activities for possible cost reductions throughout the liquidation process.
−Removed: Major elements of the Company’s cashflows for the three-months ended March 31, 2022 were as follows:
+Added: Major elements of the Company’s cashflows for the six-months ended June 30, 2022 were as follows:
Operating cashflows
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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.