2 unchanged sentences
As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).
−Removed: Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, because of the material weakness discussed below under “
−Removed: Internal Control over Financial Reporting ”,  to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective as of December 31, 2022 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
9 unchanged sentences
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
−Removed: Based on the Company’s assessment and the criteria set forth by COSO, management believes that the Company did not maintain effective internal control over financial reporting as of December 31, 2021 because of the identification by our auditors of a material weakness related to the accounting of the Company’s estimated value of the real estate held for sale. 
−Removed: Notwithstanding the material weakness that existed at December 31, 2021, however, the Chief Executive and Chief Financial Officer of the Company has concluded that the financial statements included in this Report present fairly, in all material respects, the Statement of Net Assets and the Statement of Changes in Net Assets of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America.
−Removed: Management and the Board of Directors are committed to the continued improvement of the Company's overall system of internal control over financial reporting. 
−Removed: To remediate the aforementioned material weakness, we have determined to adopt a remediation plan consisting of additional processes, controls and procedures relating to the preparation and review of the Company’s estimated real estate value calculation. 
−Removed: The Company is continuing to implement remedial measures to improve and develop internal controls, processes and procedures in the estimated real estate value calculation process in order to address the material weakness. 
−Removed: The material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.
+Added: Based on the Company’s assessment and the criteria set forth by COSO, management believes that the Company did maintain effective internal control over financial reporting as of December 31, 2022.
The COSO methodology used in determining effective control over financial reporting follows the concepts in the 2013 Internal Control –
5 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There have been no significant changes in our internal control over financial reporting identified with our evaluation that occurred during the fiscal year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: The Company implemented, in 2022, a remediation plan incorporating additional processes, controls and procedures relating to the preparation and review of the Company’s estimated real estate value calculation prior to the preparation of the consolidated financial statements for the year ended December 31, 2022 and concluded that the material weakness noted in 2021 no longer existed as of December 31, 2022.
+Added: There were no other significant changes in our internal control over financial reporting identified with our evaluation that occurred during the fiscal year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
2 unchanged sentences
Levine agreed to resign from the board of directors of any U.S.
−Removed: public company on which he serves, and that accordingly he intended to resign from the Board of Directors of Gyrodyne. 
+Added: public company on which he serves, and that accordingly he intended to resign from the Board of Directors of Gyrodyne.
On March 27, 2022, the Board of Directors agreed to reduce the number of seats on the Board from six to five, subject to and effective upon receiving formal confirmation from Mr.
−Removed: Levine of his resignation from the Board. 
+Added: Levine of his resignation from the Board.
On March 29, 2022, Mr.
Levine delivered written confirmation to the Company that he has resigned from the Board, effective March 28, 2022.
+Added: Levine’s decision to resign from the Board was not the result of any disagreement with the Company.
Directors, Executive Officers and Corporate Governance.
12 unchanged sentences
Chairman of the Board of Directors of the Company
−Removed: CPA and Senior Member of Levine & Seltzer, LLP
Director of the Company
−Removed: Director of the Company
President of Palmedo Associates
26 unchanged sentences
The Board concluded that Mr. Lamb should serve as a director of the Company because he is an experienced attorney in all phases of finance and real estate development, which skill set brings extraordinary value in light of the Company’s business and structure.
−Removed: Levine, age 68, was appointed to the Board in October 2004.
−Removed: Levine is a founding member of the accounting firm Levine & Seltzer, LLP Certified Public Accountants, and a graduate (1975) of Queens College, City University of New York.
−Removed: He became a member of the American Institute of Certified Public Accountants in February 1978. 
−Removed: Levine’s work experience includes five years at Arthur Young, eleven and a half years as partner and director of taxes of Leslie Sufrin & Co.
−Removed: P.C., one-year tenure as senior tax manager at Margolin, Winer & Evans CPAs and over 30 years as senior member of Levine & Seltzer. 
−Removed: The Board concluded that Mr.
−Removed: Levine should serve as a director of the Company because of his 41 years of experience as a certified public accountant and in the real estate industry and field of taxation. 
−Removed: Levine resigned as a director and as a member of the Audit Committee, effective March 28, 2022.
Ronald J.
42 unchanged sentences
Smith, Levine, and Macklin.
+Added: Levine resigned as a director and as a member of the Audit Committee, effective March 28, 2022.
+Added: The Board appointed Mr.
+Added: Palmedo to replace Mr.
+Added: Levine on the Audit Committee.
All members are “financially literate”
2 unchanged sentences
The Board had previously determined that at least one member, Mr.
−Removed: Levine, a CPA, qualifies as an “audit committee financial expert”
−Removed: as a result of relevant experience as a member in the accounting firm of Levine & Seltzer, LLP for over 30 years.
−Removed: In addition, Mr.
−Removed: Levine has 12.5 years of accounting experience as a partner and director of taxes at Leslie Sufrin & Co.
−Removed: as well as several other years of experience in the field of public accounting. 
−Removed: Levine resigned as a director and as a member of the Audit Committee, effective March 28, 2022. 
−Removed: The Board intends to appoint another director to replace Mr.
−Removed: Levine on the Audit Committee. 
+Added: Smith qualifies as an “audit committee financial expert”
+Added: as a result of relevant experience in the commercial banking industry.
Code of Ethics
8 unchanged sentences
Name and principal position
−Removed: Option awards
−Removed: incentive plan compensation
−Removed: Nonqualified deferred compensation earnings
−Removed: All other compensation
+Added: incentive plan
President, CEO, CFO and Treasurer
2 unchanged sentences
The Registrant has concluded that aggregate amounts of perquisites and other personal benefits, securities or property to any of the current executives does not exceed $10,000 and that the information set forth in tabular form above is not rendered materially misleading by virtue of the omission of such personal benefits.
−Removed: (a)         Employment Agreements
+Added: Employment Agreements
On May 17, 2013, the Company entered into a new employment agreement with Gary J.
Fitlin (the “Employment Agreement”) dated May 15, 2013 and effective April 1, 2013, pursuant to which Mr.
−Removed: Fitlin continued to serve as President and Chief Executive Officer and as Senior Vice President and Chief Financial Officer.
+Added: Fitlin continued to serve as President and Chief Executive Officer and Chief Financial Officer.
Pursuant to the Employment Agreement, Mr.
26 unchanged sentences
duties and responsibilities with respect to the Company’s properties.
−Removed: (b)         Outstanding Equity Awards at Fiscal Year End
+Added: Outstanding Equity Awards at Fiscal Year End
As of the year ended December 31, 2022, there were no unexercised options and/or stock that has not vested or equity incentive plan awards held by any of the Company’s named executive officers.
−Removed: (c)         Severance and Change-in-Control Benefits
+Added: Severance and Change-in-Control Benefits
Pursuant to the Employment Agreement with Mr.
14 unchanged sentences
base salary from the date of termination.
−Removed: (d)          Retention Bonus Plan
+Added: Retention Bonus Plan
In May 2014, the Board of Directors approved a retention bonus plan (as amended, the “Plan”) designed to recognize the nature and scope of the responsibilities of our directors, executives and employees related to the Company’s strategic plan to enhance the property values, liquidate and dissolve, to reward and incent performance in connection therewith, to align the interests of directors, executives and employees with our shareholders and to retain such persons during the term of such plan.
The Plan provides for bonuses to directors and to officers and employees determined by the gross sales proceeds from the sale of each property and the date of sale.
−Removed: The summary appearing below reflects the terms set forth in the Plan as modified by three amendments.
−Removed: There were no further amendments to the terms of the Plan during the current reporting period.
+Added: The summary appearing below reflects the terms set forth in the Plan as modified by four amendments, the fourth of which was approved in 2022.
The Plan provides for a bonus pool funded with an amount equal to 5% of the specified appraised value of such properties (set forth in the Plan), so long as the gross selling price of a property is at least equal to its 2013 appraised value as designated in the bonus plan.
−Removed: Additional funding of the bonus pool will occur on a property-by-property basis only if the gross sales price of a property exceeds the Adjusted Appraised Value defined as the sum of (i) its 2013 appraised value, in which case additional funding will occur and (ii) land development costs incurred on a property since the date of the 2013 appraisal, as follows:
+Added: Additional funding of the bonus pool will occur on a property-by-property basis only if the gross sales price of a property exceeds the Adjusted Appraised Value defined as the sum of (i) its 2013 appraised value and (ii) land development costs incurred on a property since the date of the 2013 appraisal, as follows:
10% on the first 10% of appreciation, 15% on the next 10% of appreciation and 20% on appreciation greater than 20%.
3 unchanged sentences
Board Members(a)
+Added: Discretionary Amount (b)
Chief Executive Officer
Chief Operations Officer
−Removed: Officer Discretionary Amount (b)
+Added: Officer Discretionary Amount (c)
Other Employees
−Removed: 15% for the Chairman and 10% for each of the other five directors.
+Added: 15% for the Chairman and 10% for each of the other four directors.
+Added: Under the Plan, the Board has the right to allocate this portion amongst the Board, employees or both.
The officer discretionary amount of 1.75% will be allocated to the officers within the discretion of the Board.
Such shares of the bonus pool are earned only upon the completion of the sale of a property at a gross selling price equal to or greater than its Adjusted Appraised Value and is paid to the named beneficiaries of the Plan or their designees within 60 days of the completion of such sale or, if later, within 60 days of receipt of any subsequent post-completion installment payment related to such sale.
−Removed: The Plan provides that no benefits are to be paid to participants from the sale of any individual post-subdivided lot from either of the Company’s Flowerfield or Cortlandt Manor properties until aggregate sale proceeds from all sales of post-subdivided lots from such property exceed a designated aggregate floor for such property.
+Added: The Plan provides that no benefits are to be paid to participants from the sale of any individual post-subdivided lot from either of the Company’s Flowerfield or Cortlandt Manor properties until aggregate sale proceeds from all sales of post-subdivided lots from such property meet or exceed a designated aggregate floor for such property.
The aggregate floor for each of the Flowerfield and Cortlandt Manor properties is defined in Amendment No.
2 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: There were no payments made under the Plan during the twelve months ended December 31, 2021 and 2020.
+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: Under the Plan, there were no payments made during the years ended 2022 and 2021.
2022 DIRECTOR COMPENSATION
The following table shows the compensation earned by each of the Company’s non-officer directors for the year ended December 31, 2022:
−Removed: Fees earned or paid in cash
−Removed: Option awards
+Added: Fees earned or
Non-equity incentive plan compensation
1 unchanged sentence
All other compensation
+Added: * Elliot Levine resigned from the Board, effective March 28, 2022.
Deferred Compensation Plan.
19 unchanged sentences
Boston, MA 02110
−Removed: 3300 South Dixie Highway, Suite 1-365
−Removed: West Palm Beach, FL 33405
Towerview LLC.
1 unchanged sentence
New York, NY 10022
−Removed:   6.8
−Removed: MFP Investors LLC
−Removed: 667 Madison Avenue, 25 th  Floor
−Removed: New York, NY 10065
−Removed:     80,850(6)
−Removed:    5.5
+Added: 3300 South Dixie Highway, Suite 1-365
+Added: West Palm Beach, FL 33405
+Added: Star Equity Fund LP
+Added: 53 Forest Avenue, Suite 101
+Added: Greenwich, CT 06870
1 Flowerfield, Suite 24
James, NY 11780
−Removed:     37,259(7)
−Removed:   2.5
1 Flowerfield, Suite 24
−Removed: James, NY 11780  
−Removed:   1.1
+Added: James, NY 11780
1 Flowerfield, Suite 24
James, NY 11780
−Removed:             3,866
1 Flowerfield, Suite 24
James, NY 11780
−Removed:             862
−Removed:   *
1 Flowerfield, Suite 24
James, NY 11780
−Removed:          1,381
−Removed:   *
Peter Pitsiokos
1 Flowerfield, Suite 24
−Removed: James, NY 11780  
−Removed:   *
+Added: James, NY 11780
1 Flowerfield, Suite 24
1 unchanged sentence
All executive officers and
−Removed: Directors as a group (8 persons)   
−Removed:    4.0(9)
+Added: Directors as a group (7 persons)
(1) Except as otherwise indicated, the beneficial owner has sole voting and investment power.
8 unchanged sentences
The Schedule 13G was filed by Gregory Pottle.
−Removed: (4) On August 20, 2020, Neil Subin filed a Schedule 13G with the Securities and Exchange Commission stating that he has the power to vote or direct the vote and has power to dispose of or direct the disposition of 113,557 common shares.
(4) On January 5, 2023, Towerview LLC filed a Schedule 13G with the Securities and Exchange Commission stating that each reporting person has shared power to vote or direct the vote and has shared power to dispose of or direct the disposition of 118,203 common shares.
The Schedule 13G was filed by Daniel R.
−Removed: (6) On February 14, 2019, MFP Investors LLC filed a Schedule 13G/A with the Securities and Exchange Commission stating that each reporting person has shared power to vote or direct the vote and has shared power to dispose of or direct the disposition of 80,850 common shares.
−Removed: The Schedule 13G/A was filed by Michael Price.
+Added: (5) On August 20, 2020, Neil Subin filed a Schedule 13G with the Securities and Exchange Commission stating that he has the power to vote or direct the vote and has power to dispose of or direct the disposition of 113,557 common shares.
+Added: (6) On August 30, 2022, Star Equity Fund, LP filed a Schedule 13D with the Securities and Exchange Commission stating that it has the power to vote or direct the vote, and power to dispose of or direct the disposition of 74,734 common shares.
+Added: The Schedule 13D was filed by Jeffrey Eberwein and Richard Coleman.
(7) Includes 4,368 shares held by Lamb & Barnosky, LLP Profit Sharing Trust and 32,891 shares in an Individual Retirement Account.
10 unchanged sentences
The Company has entered into various leasing arrangements with a not-for-profit organization of which the Company’s Chairman, Paul Lamb, serves as Chairman and a director but receives no compensation or any other financial benefit.
−Removed: A summary of the leasing arrangements is as follows:
−Removed: Total Commitment
−Removed: Jan 2021-Dec 2022
−Removed: Jan 2021-Dec 2022
−Removed: Jan 2021-Dec 2022
−Removed: (a)In February 2019, the Company amended the square footage under the master lease with the not-for-profit organization originally entered into in August 2016.
−Removed: The Company understood that the tenant’s main intent was to sublease the space to artists, on a short-term basis, after which such subtenant artists would transition into their own space leased directly from the Company.
−Removed: Under the master lease, the tenant has the right to sublease the space without prior written consent for use as an art studio, art school or related use.
−Removed: Under the terms of the master lease, rent is payable by the tenant only to the extent the space is sublet, at the rent amount per square foot payable by the subtenant up to a maximum of $10 per square foot per year.
−Removed: The maximum annual and total lease commitment are $18,170 and $36,340, respectively.
−Removed: 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 year ended December 31, 2021 of $18,170 and total commitments of up to $36,340. 
−Removed: Nevertheless, the Company believes the economics of the lease are justified because the tenant, a major fine art studio, is a cultural asset that the Company believes has (i) made the Flowerfield light-industrial campus more attractive and contributed to tenant retention and recruitment, and (ii) produced positive press in local media and helped generate goodwill in the surrounding communities at a time when the Company is dealing with some community opposition to its property enhancement efforts.
−Removed: During the twelve months ended December 31, 2021 and 2020, the Company received rental revenue of $35,607 and $35,607, respectively.
−Removed: 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. 
+Added: 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 done by the Company and the tenant.
−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 $8,829 annually and $44,144 during the extended period.
A summary of the additional rent under the new arrangement is as follows:
−Removed: Total Additional Commitment
+Added: Total Commitment (excluding renewal options)
April 2022-Dec 2027
−Removed: Jan 2023-Dec 2027
+Added: During the twelve months ended December 31, 2022 and 2021, the Company received rental revenue of $47,190 and $35,607, respectively.
The independent members of the Board of the Company approved all of the leasing transaction described above.
3 unchanged sentences
Lamb, Macklin, Palmedo, Salour and Smith.
−Removed: The Company has compensation, nominating, investment and audit committees, the members of which are also independent as defined by the listing requirements of the Nasdaq Stock Market.  
+Added: The Company has compensation, nominating, investment and audit committees, the members of which are also independent as defined by the listing requirements of the Nasdaq Stock Market.
Principal Accounting Fees and Services.
22 unchanged sentences
         
+Added: Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)
3 unchanged sentences
Indemnification Agreement, dated as of February 8, 2013, between the Company and each of its directors and officers (5)
−Removed: Amended and Restated Limited Liability Company Agreement of Gyrodyne Special Distribution, LLC (6)
−Removed: Retention Bonus Plan (7)
Amendment No.
6 unchanged sentences
3 to Retention Bonus Plan (8)
−Removed: Nonqualified Deferred Compensation Plan (11)
−Removed: Board Advisor Agreement dated as of May 24, 2016 with Jad Fakhry (12)
Amendment No.
−Removed: 1 dated as of November 24, 2017 to Board Adviser Agreement dated as of May 24, 2016 with Jad Fakhry (12)
−Removed: Amendment No.
−Removed: 2 dated as of December 31, 2019 to Board Adviser Agreement dated as of May 24, 2016 with Jad Fakhry (12)
+Added: 4 to the Retention Bonus Plan (9)
+Added: Nonqualified Deferred Compensation Plan (10)
Purchase and Sale Agreement effective as of August 27, 2019 between GSD Flowerfield LLC and BSL St.
1 unchanged sentence
Purchase and Sale Agreement effective as of December 7, 2019 between GSD Cortlandt LLC, Buttonwood LLC and Sound Cortlandt LLC (12)
−Removed: Notice of Termination from Sound Cortlandt, LLC (14)
Notice of Termination from BSL St.
James LLC (13)
+Added: Notice of Termination from Sound Cortlandt, LLC (14)
List of all subsidiaries (15)
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)
−Removed: 101.INS**Inline XBRL Instance
−Removed: 101.SCH**Inline XBRL Taxonomy Extension Schema
−Removed: 101.CAL**Inline XBRL Taxonomy Extension Calculation
−Removed: 101.DEF**Inline XBRL Taxonomy Extension Definition
−Removed: 101.LAB**Inline XBRL Taxonomy Extension Labels
−Removed: 101.PRE**Inline XBRL Taxonomy Extension Presentation
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
−Removed: Incorporated herein by reference to Amendment No.
−Removed: 2 to Form S-4, Annex F, filed with the Securities and Exchange Commission on June 17, 2014.
−Removed:  Filed as part of this report.
+Added: Inline XBRL Instance (15)
+Added: Inline XBRL Taxonomy Extension Schema (15)
+Added: Inline XBRL Taxonomy Extension Calculation (15)
+Added: Inline XBRL Taxonomy Extension Definition (15)
+Added: Inline XBRL Taxonomy Extension Labels (15)
+Added: Inline XBRL Taxonomy Extension Presentation (15)
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.
+Added: Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on May 23, 2013.
1 unchanged sentence
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on February 14, 2013.
−Removed: Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on December 27, 2013.
−Removed: Incorporated herein by reference to the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2014.
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.
1 unchanged sentence
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.
+Added: Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022.
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019.
+Added:  Incorporated herein by reference to Form 10-K, filed with the Securities and Exchange Commission on August 30, 2019.
 Incorporated herein by reference to Form 10-K, filed with the Securities and Exchange Commission on March 26, 2020.
−Removed: Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on August 30, 2019.
+Added:  Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on March 22, 2021.
Incorporated herein by reference to Form 10-K, filed with the Securities and Exchange Commission on April 13, 2021.
+Added: Filed as part of this report.
+Added: Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
+Added: This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
+Added: Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
12 unchanged sentences
March 30, 2023
+Added: /S/ Philip F.
+Added: Palmedo, Director
+Added: March 30, 2023
Lamb, Director
1 unchanged sentence
Exhibit Index
+Added: Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)
1 unchanged sentence
Fitlin, dated May 15, 2013 (3)
−Removed: Employment Agreement with Peter Pitsiokos dated May 8, 2014 (4)
+Added:   Employment Agreement with Peter Pitsiokos dated May 8, 2014 (4)
Indemnification Agreement, dated as of February 8, 2013, between the Company and each of its directors and officers (5)
−Removed: Amended and Restated Limited Liability Company Agreement of Gyrodyne Special Distribution, LLC (6)
−Removed: Retention Bonus Plan (7)
Amendment No.
1 to Employment Agreement with Peter Pitsiokos (6)
+Added:                            
Amended and Restated Retention Bonus Plan (7)
3 unchanged sentences
3 to Retention Bonus Plan (8)
−Removed: Nonqualified Deferred Compensation Plan (11)
−Removed: Board Adviser Agreement dated as of May 24, 2016 with Jad Fakhry (12)
Amendment No.
−Removed: 1 dated as of November 24, 2017 to Board Adviser Agreement dated as of May 24, 2016 with Jad Fakhry (12)
−Removed: Amendment No.
−Removed: 2 dated as of December 31, 2019 to Board Adviser Agreement dated as of May 24, 2016 with Jad Fakhry (12)
+Added: 4 to the Retention Bonus Plan (9)
+Added: Nonqualified Deferred Compensation Plan (10)
Purchase and Sale Agreement effective as of August 27, 2019 between GSD Flowerfield LLC and BSL St.
1 unchanged sentence
Purchase and Sale Agreement effective as of December 7, 2019 between GSD Cortlandt LLC, Buttonwood LLC and Sound Cortlandt LLC (12)
−Removed: Notice of Termination from Sound Cortlandt LLC (14)
Notice of Termination from BSL St.
James LLC (13)
+Added: Notice of Termination from Sound Cortlandt, LLC (14)
List of all subsidiaries (15)
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)
−Removed: 101.INS**Inline XBRL Instance
−Removed: 101.SCH**Inline XBRL Taxonomy Extension Schema
−Removed: 101.CAL**Inline XBRL Taxonomy Extension Calculation
−Removed: 101.DEF**Inline XBRL Taxonomy Extension Definition
−Removed: 101.LAB**Inline XBRL Taxonomy Extension Labels
−Removed: 101.PRE**Inline XBRL Taxonomy Extension Presentation
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
−Removed: Incorporated herein by reference to Amendment No.
−Removed: 2 to Form S-4, filed with the Securities and Exchange Commission on June 17, 2014.
−Removed: Filed as part of this report.
+Added: Inline XBRL Instance (15)
+Added: Inline XBRL Taxonomy Extension Schema (15)
+Added: Inline XBRL Taxonomy Extension Calculation (15)
+Added: Inline XBRL Taxonomy Extension Definition (15)
+Added: Inline XBRL Taxonomy Extension Labels (15)
+Added: Inline XBRL Taxonomy Extension Presentation (15)
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.
+Added: Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on May 23, 2013.
1 unchanged sentence
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on February 14, 2013.
−Removed: Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on December 27, 2013.
−Removed: Incorporated herein by reference to the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2014.
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.
1 unchanged sentence
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.
+Added: Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022.
Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019.
+Added:  Incorporated herein by reference to Form 10-K, filed with the Securities and Exchange Commission on August 30, 2019.
 Incorporated herein by reference to Form 10-K, filed with the Securities and Exchange Commission on March 26, 2020.
−Removed: Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on August 30, 2019.
+Added:  Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on March 22, 2021.
Incorporated herein by reference to Form 10-K, filed with the Securities and Exchange Commission on April 13, 2021.
+Added: Filed as part of this report.
+Added: Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
+Added: This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
+Added: Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
46 unchanged sentences
With the assistance of our fair value specialists, we performed the following procedures:
−Removed: Assessed the reasonableness of the significant assumptions used in both real estate appraisals and discounted cash flow analyses, including estimates of market rental rates, capitalization rates, and discount rates.
+Added: Assessed the reasonableness of the significant assumptions used in both real estate appraisals and discounted cash flow analyses, including estimates of capitalization rates, and discount rates.
Tested the source information underlying the assumptions.
3 unchanged sentences
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: We evaluated the impact of current market events and conditions, including the effect of COVID-19 pandemic, as well as any recent and relevant comparable transactions, on the valuation techniques and assumptions used by management.
−Removed: We evaluated management’s ability to reasonably estimate liquidation value of real estate based on the subsequent sales of the Company’s properties.
+Added: We evaluated the impact of current market events and conditions, including the effect of COVID-19 pandemic, as well as any recent and relevant comparable transactions, on the valuation techniques and assumptions used by management.  
We have served as the Company's auditor since 1990.
/s/ Baker Tilly US, LLP
−Removed: Uniondale, New York
+Added: Tysons, Virginia
March 30, 2023
8 unchanged sentences
Real estate held for sale
−Removed: $ 42,545,000  
−Removed: $ 39,050,000  
Cash and cash equivalents
−Removed: 5,670,693  
−Removed: 1,632,231  
−Removed: Restricted cash
−Removed: 169,000  
Rent receivable
−Removed: 39,566  
−Removed: 21,849  
Other receivables
−Removed: 28,796  
−Removed: 34,751  
−Removed: $ 48,284,055  
−Removed: $ 40,907,831  
Accounts payable
−Removed: $ 1,146,651  
−Removed: $ 893,183  
Accrued liabilities
−Removed: 940,794  
−Removed: 556,926  
Deferred rent liability
−Removed: 36,474  
−Removed: 15,283  
Tenant security deposits payable
−Removed: 258,605  
−Removed: 241,722  
Mortgage loans payable
−Removed: 10,028,522  
−Removed: 5,159,833  
Estimated liquidation and operating costs net of receipts
−Removed: 12,845,239  
−Removed: 11,552,940  
Total Liabilities
−Removed: 25,256,285  
−Removed: 18,419,887  
−Removed: $ 23,027,770  
−Removed: $ 22,487,944  
See notes to consolidated financial statements
7 unchanged sentences
Remeasurement of assets and liabilities
−Removed: Net increase/(decrease) in value
+Added: Net increase in value
Net assets, end of period
4 unchanged sentences
Years Ended December 31, 2022 and 2021
−Removed: Gyrodyne, LLC (including its subsidiaries, “Gyrodyne”, the “Company”
−Removed: or the “Registrant”) is a limited liability company formed under the laws of the State of New York whose primary business is the management of, and the pursuit of entitlements on, a portfolio of medical office and industrial properties located in Suffolk (“Flowerfield”) and Westchester Counties (“Cortlandt Manor”), New York State.
+Added: Strategic Overview
+Added: Gyrodyne, LLC’s (including its subsidiaries, “Gyrodyne”, the “Company”
+Added: or the “Registrant”) corporate strategy is to pursue entitlements to provide purchasers increased development flexibility of Cortlandt Manor and Flowerfield, our two remaining properties, so that they can be sold to one or more developers at higher prices thereby maximizing value and distributions.
+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.
+Added: 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.
+Added: 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”).
+Added: On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding under Article 78 of New York’s Civil Practice Law & Rules (“Article 78”
+Added: ) against the Town of Smithtown and certain other parties, including Gyrodyne, LLC, seeking to annul the Planning Board’s determinations relating to the Flowerfield Subdivision Application.
+Added: 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 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: Gyrodyne and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
+Added: 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.
+Added: 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 (i.e., potential contract contingencies including site plan approval (excluding the existing industrial buildings situated on two separate lots which can be sold together or separately upon the resolution of the Article 78 Proceeding and the conclusion of the subdivision, without any site plan approvals)) will necessitate an extension of the timeline.
+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. 
+Added: 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 approvals, including the backlog of land use applications, labor shortages and environmental concerns.
+Added: Nevertheless, we have begun the process of marketing the properties and, although there can be no assurances, the Company believes, for Flowerfield, subdivision approval will be received in the second half of 2023, and for Cortlandt Manor, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving site plan approval), the subdivision and site plan approval could be received by the middle of 2024.
+Added: 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.
+Added: Gyrodyne is a limited liability company formed under the laws of the State of New York whose primary business is the management of, and the pursuit of entitlements on, a portfolio of medical office and industrial properties located in Suffolk (“Flowerfield”) and Westchester Counties (“Cortlandt Manor”), New York State.
+Added: GYRODYNE, LLC
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Liquidation Basis)
+Added: Years Ended December 31, 2022 and 2021
Substantially all of our developed properties are subject to leases in which the tenant reimburses the Company for a portion, all of or substantially all of the costs and/or cost increases for utilities, insurance, repairs, maintenance and real estate taxes.
Certain leases provide that the Company is responsible for certain operating expenses.
−Removed: Gyrodyne’s corporate strategy is to enhance the value of Flowerfield and Cortlandt Manor by pursuing entitlement opportunities and enhancing the value of its leases.
−Removed: The Company believes the aforementioned strategy will increase the values for such properties.
−Removed: The value of the real estate reported in the consolidated statements of net assets as of December 31, 2021 and 2020 (predicated on current asset values) includes some, but not all of the potential value impact that may result from such value enhancement efforts.
−Removed: 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: Our efforts to generate the highest values for Flowerfield and Cortlandt Manor may involve in limited circumstances other strategies to enhance the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders.
−Removed: Gyrodyne intends to dissolve after it completes the disposition of all of its 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.
−Removed: The process of seeking entitlements to enhance property values and the amount and timing of distributions from proceeds of asset sales involve risks and uncertainties.
+Added: Our efforts to generate the highest values for Flowerfield and Cortlandt Manor may involve in limited circumstances other strategies to manage risk and or enhance the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders.
+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.
+Added: The process of seeking entitlements and the amount and timing of distributions from proceeds of asset sales involve risks and uncertainties.
As such, it is impossible at this time to determine with certainty the ultimate amount of proceeds that will actually be distributed to our shareholders or the timing of such payments.
2 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 the Gyrodyne common shares, at any time the value of Gyrodyne’s remaining 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:
1 unchanged sentence
63 acres in St.
−Removed: James, New York, including a 14 -acre multi-tenanted industrial park comprising 127,000 rentable square feet.
−Removed: There were an additional 5 acres comprising of two parcels that were zoned residential and non-contiguous to the Flowerfield property which the Company sold in April 2021.
+Added: James, New York, including a 14 -acre multi-tenanted industrial park comprising 135,000 rentable square feet.
Summary of Significant Accounting Policies
−Removed: Gyrodyne intends to dissolve after it completes the disposition of all of its 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.
−Removed: As a result, liquidation is “imminent”
+Added: As a result, liquidation is deemed to be “imminent”
in accordance with the guidance provided in ASC 205 - 30.
−Removed: GYRODYNE, LLC
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Liquidation Basis)
−Removed: Years Ended December 31, 2021 and 2020
Principles of Consolidation - The consolidated financial statements include the accounts of Gyrodyne and all subsidiaries.
4 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, current contracts, 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.
9 unchanged sentences
The process has involved extensive analysis at the government entity level, as well as between government entities such as town planning departments and Gyrodyne and or purchasers, and will continue up until such time as entitlement and density decisions are made by the relevant government entities.
−Removed: The Company hopes to secure favorable decisions on entitlements and density so that we can then seek the sale of our remaining properties at higher prices than those achievable under their current entitlements and then proceed with the liquidation and dissolution of the Company.
+Added: The Company hopes to secure favorable decisions on entitlements and density so that we can then seek the sale of our remaining properties with increased development flexibility.
Any deviation in use or density between what we are pursuing in our entitlement efforts and what is ultimately permitted could have a material impact on value.
−Removed: In the Company’s Annual Report on Form 10 -K for the year ended December 31, 2020, we stated that our objective was to complete the process of property enhancement and subsequent sale of all our properties by December 31, 2022.
−Removed: We also stated, however, that we cannot give any assurance on such timing inasmuch as completing this process was dependent upon certain factors largely outside our control, such as the regulatory review processes of municipality planning boards and other governmental authorities, the vagaries of the market for developed and undeveloped commercial real estate and community opposition.
−Removed: Gyrodyne filed subdivision applications in March 2017 with respect to the Cortlandt Manor and Flowerfield properties.
−Removed: The COVID- 19 pandemic has resulted in significant delays in the regulatory approval process, as state, county and local staff charged with processing the Company’s subdivision applications postponed activity as work-from-home transitions occurred.
−Removed: We anticipate receiving approval of our subdivision applications for both the Cortlandt Manor and Flowerfield properties sometime in 2022, and that we will generally be able to seek to identify purchasers for such properties and execute purchase agreements 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.
−Removed: There are various factors that have impacted and may continue to impact the timeline to achieve the aforementioned approvals which include but are not limited to the backlog of land use applications at the town, county and state level and the continuing slower approval process which may in part be attributable to a combination of the hybrid/work from home environment, labor shortages and climate change concerns.
−Removed: Based on the aforementioned factors, the Company is extending the timeline to December 31, 2024.
−Removed: 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: Moreover, as we have previously disclosed, even if the Company is successful in securing approval of its subdivision applications, there is significant risk that opponents of our subdivision plans may challenge the approval through a lawsuit under Article 78 of New York’s Civil Practice Law & Rules, which 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: If such litigation is commenced, consummation of the sale of our properties could extend beyond 2024.
GYRODYNE, LLC
2 unchanged sentences
Years Ended December 31, 2022 and 2021
−Removed: Consequently, the Company expects the process of pursuing entitlements, density approvals, sales, liquidation and dissolution could extend through December 31, 2024 with the ultimate timing dependent upon and under the control of the applicable municipality’s planning board or other governmental authority and or purchasers.
−Removed: Nevertheless, it is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to common shareholders and no assurance can be given that the distributions will equal or exceed the estimate presented in the accompanying consolidated statements of net assets.
+Added: 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.
+Added: The Company intends to aggressively market its properties and negotiate contracts in an effort to complete the process as soon as practicable 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.
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.
11 unchanged sentences
Estimated Distributions per Share –
−Removed: 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.  
+Added: 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.
New Accounting Pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of December 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.
Statements of Net Assets in Liquidation
−Removed: Net assets as of December 31, 2021 and 2020 would result in estimated distributions of $ 23,027,770 and $ 22,487,944 , or approximately $ 15.53 and $ 15.17 per common share, respectively, based on 1,482,680 shares outstanding. 
−Removed: The increase of $ 539,826 or $ 0.36 per share is mainly attributable to the change in the estimated value of the real estate, due to the current status of entitlement uses and market conditions offset by the extension of the liquidation period and an increase in estimated selling costs and estimated retention bonus.
+Added: Net assets as of December 31, 2022 and 2021 would result in estimated liquidating distributions of $ 30,367,499 and $ 23,027,770 , or approximately $ 20.48 and $ 15.53 per common share, respectively, based on 1,482,680 shares outstanding.
+Added: The increase of $ 7,339,729 or $ 4.95 per share is mainly attributable to the change in the estimated value of the real estate, due to the current status of entitlement uses and market conditions offset by an increase in estimated selling costs and estimated retention bonus due to the increase in real estate value as well as an increase in legal fees due to the Article 78 Proceeding.
GYRODYNE, LLC
6 unchanged sentences
The general and administrative expenses and or liabilities associated with operations and the liquidation of the Company including severance, director and officer liability coverage including post liquidation tail policy coverage, and financial and legal fees to complete the liquidation.
−Removed: Costs for the pursuit of entitlements on the Flowerfield and Cortlandt Manor properties.
+Added: Costs for the pursuit of entitlements on the Flowerfield and Cortlandt Manor properties and associated litigation.
Retention bonus amounts (See Note 12 ).
−Removed: Principal payments on the Company’s credit facilities to fund tenant improvements and working capital and related fees.
+Added: Principal payments on the Company’s credit facilities.
The Company estimates the net realizable value of its real estate assets by using income and market valuation techniques.
3 unchanged sentences
These cash flows may include contractual rental revenues, projected future rental revenues and expenses and forecasted capital improvements and lease commissions based upon market conditions determined through discussion with local real estate professionals and relevant Company experience with its current and previously owned properties.
−Removed: Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location and local supply and demand observations.
−Removed: 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.
+Added: Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location, local supply and demand observations and no sewage treatment plants.
+Added: To the extent the Company underestimates or overestimates forecasted cash outflows (capital improvements, excluding any costs for sewage treatment plants, 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.
The Company estimates that it will incur approximately $ 1.2 million (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, See Note 4 ) in land entitlement costs from January 2023 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.
+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 aggregate Flowerfield and Cortlandt Manor property values and resulting distributions.
During the year ended December 31, 2022, the Company incurred approximately $ 315,500 of land entitlement costs (approximately $ 103,000 of which certain of the Company’s service vendors have agreed to defer until the first post subdivision property lot is sold), consisting predominately of engineering fees, legal fees and real estate taxes.
−Removed: The Company believes the remaining balance of $ 1.37 million (approximately $ 266,000 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 January 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.
+Added: The Company believes the remaining balance of $ 1.2 million (inclusive of real estate taxes of $ 296,000 and regulatory fees of $ 373,500 ) will be incurred from January 2023 through the end of the liquidation period.
+Added: Certain of Company’s service vendors have agreed to defer approximately $ 231,000 of the remaining $ 1.2 million until the first post subdivision property lot is sold.
+Added: The Company does not intend on developing the properties but rather positioning the properties for increased development flexibility in the shortest period of time with the least amount of risk to the Company.
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.
+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 and direct and indirect costs necessary to achieve such entitlements.
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 December 31, 2021 ( 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 value of the real estate reported in the statement of net assets as of December 31, 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.
3 unchanged sentences
Years Ended December 31, 2022 and 2021
−Removed: The net assets as of December 31, 2021 ( $ 23,027,770 ) and 2020 ($ 22,487,944 ) results in estimated distributions of approximately $ 15.53 and $ 15.17 , 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 December 31, 2021 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
−Removed: The Company believes the land entitlement efforts will enhance estimated distributions per share through the improved values (a large amount 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.
+Added: The net assets as of December 31, 2022 ( $ 30,367,499 ) and 2021 ($ 23,027,770 ) results in estimated distributions of approximately $ 20.48 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 December 31, 2022 and 2021 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
+Added: The Company believes the land entitlement efforts will ultimately enhance estimated distributions per share through the improved aggregate 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 entitlements and other expenses.
This estimate of distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation.
−Removed: There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, change 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. 
+Added: There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, change 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.
Estimated Liquidation and Operating Costs Net of Estimated Receipts
1 unchanged sentence
The Company currently estimates that it will incur liquidation and operating costs net of estimated receipts during the liquidation period of $ 14,758,728 , excluding the gross proceeds from the real estate sales.
−Removed: These amounts can vary significantly due to, among other things, land entitlement costs, the timing and estimates for executing and renewing leases, capital expenditures to maintain the real estate at its current estimated realizable value and estimates of tenant improvement costs, the timing of property sales and any direct/indirect costs incurred that are related to the sales (e.g., retention bonuses on the sale of the Cortlandt Manor and Flowerfield properties, costs to address buy side due diligence inclusive of administrative fees, legal fees and property costs to address items arising from such due diligence and not previously known), the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations.
+Added: These amounts can vary significantly due to, among other things, land entitlement costs, the timing and estimates for executing and renewing leases, capital expenditures to maintain the real estate at its current estimated realizable value and estimates of tenant improvement costs, costs to defend the Article 78 proceeding, the timing of property sales and any direct/indirect costs incurred that are related to the sales (e.g., retention bonuses on the sale of the Cortlandt Manor and Flowerfield properties, costs to address buy side due diligence inclusive of administrative fees, legal fees and property costs to address items arising from such due diligence and not previously known), the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations.
These costs are estimated and are anticipated to be paid during the liquidation period.
The change in the liability for estimated costs in excess of estimated receipts during liquidation from January 1, 2022 through December 31, 2022 is as follows:
−Removed: January 1, 2021
−Removed: Expenditures/ (Receipts)
−Removed: Remeasurement of Assets and Liabilities
−Removed: December 31, 2021
+Added: Expenditures/
+Added: Remeasurement of
+Added: Assets and Liabilities
Estimated rents and reimbursements
29 unchanged sentences
( 607,146 )  
−Removed: ( 226,612 )  
( 3,822,457 )
9 unchanged sentences
*The Company reached agreements with certain service vendors to defer payment of approximately $ 231,000 of the $ 1.2 million until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively.
+Added: **The remeasurement of corporate expenditures includes $ 500,000 in additional legal fees to address the Article 78 proceeding of which $ 170,000 was incurred through December 31, 2022 leaving a balance of $ 330,000 .
***The amounts reported are based on the provisions of the retention bonus plan and the reported amount of the real estate assets estimated net realizable value.
5 unchanged sentences
Expenditures/
−Removed: Remeasurement of Assets and Liabilities
+Added: Remeasurement of
+Added: Assets and Liabilities
Estimated rents and reimbursements
15 unchanged sentences
113,540  
+Added: ( 68,229 )  
Land entitlement costs
11 unchanged sentences
69,298  
+Added: ( 226,612 )  
( 3,215,311 )
10 unchanged sentences
**The amounts reported are based on the provisions of the retention bonus plan and the reported amount of the real estate assets estimated net realizable value.
−Removed: Based on the estimated real estate value of the Cortlandt Manor property, aggregate proceeds from the sale of the two Cortlandt lots would not exceed the adjusted floor under the retention bonus plan and therefore the above table only reflects the projected bonus from the sale of the Flowerfield property.
Disposition Activities
3 unchanged sentences
On March 16, 2021, the Company received a notice (the “BSL Termination Notice”) from BSL ST.
−Removed: James, LLC, a Delaware limited liability company (“BSL”), that it was terminating the Purchase and Sale Agreement (originally dated August 27, 2019, the “BSL Agreement”) for the sale of a 9.0 -acre parcel of vacant land in the Flowerfield complex in Smithtown, New York for $ 16,800,000 . 
+Added: James, LLC, a Delaware limited liability company (“BSL”), that it was terminating the Purchase and Sale Agreement (originally dated August 27, 2019, the “BSL Agreement”) for the sale of a 9.0 -acre parcel of vacant land in the Flowerfield complex in Smithtown, New York for $ 16,800,000 .
The BSL Termination Notice referenced the termination right and requested the return of the earnest money deposit to BSL in accordance with the provisions of the BSL Agreement.
10 unchanged sentences
The Company secured a non-revolving credit line for up to $ 3,000,000 (the “Original Line”) with a bank, which closed on March 21, 2018.
−Removed: The original line included an interest only phase for the first eight months of the loan (as amended the “Interest-Only Phase”).
−Removed: The Company amended and extended the Original Line which included extending the conversion date of the Interest-Only Phase to the earlier of April 30, 2021 or upon drawing down a total of $ 3,000,000 after which it automatically converts to a permanent loan maturing on the earlier of April 30, 2028 or 84 months after conversion to a permanent loan (the “Permanent Phase”).
+Added: The original line included an interest only phase.
On April 30, 2021, the loan converted to the Permanent Phase with an outstanding principal balance of $ 2,200,000 .
During the Permanent Phase, the Company is paying interest at a fixed rate of 3.85 %, plus principal based on a 20 -year amortization period.
−Removed: The first advance of $ 1.1 million was used to finance the tenant improvements pursuant to the amended and expanded signed lease with Stony Brook University Hospital (“SBU Hospital”).
−Removed: An additional advance of $ 1.1 million was drawn on March 29, 2019 to finance the buildouts on leases signed through December 31, 2018.
−Removed: The remaining $ 800,000 went unused and the Company no longer has access to that amount.
+Added: The loan will mature on April 30, 2028.
+Added: The outstanding balance as of December 31, 2022 was $ 2,075,005 .
To secure access to additional working capital through the final sale date of the Flowerfield industrial buildings, the Company secured a second loan evidenced by a non-revolving business line of credit agreement and promissory note with the Original Line bank for up to $ 3,000,000 , which closed on January 24, 2019.
−Removed: This loan included an interest only phase for the first twenty-four months of the loan (“Interest-Only Phase”) after which it automatically converts to a permanent loan maturing on January 20, 2028 ( 84 months after conversion to a permanent loan) (the “Permanent Phase”).
−Removed: The Company amended and extended the line which included extending the conversion date of the Interest-Only Phase to May 20, 2021 after which it automatically converts to a permanent loan maturing on May 20, 2028 ( 84 months after conversion to a permanent loan).
+Added: This loan included an interest only phase.
On May 20, 2021, the loan converted to the Permanent Phase with an outstanding principal balance of $ 3,000,000 .
−Removed: During the Permanent Phase, the Company is paying interest at a fixed rate of 3.85 %, plus principal based on a 20 -year amortization period.
+Added: During the Permanent Phase, the Company pays interest at a fixed rate of 3.85 %, plus principal based on a 20 -year amortization period.
+Added: The loan will mature on May 20, 2028.
+Added: The outstanding balance as of December 31, 2022 was $ 2,838,477 .
Both lines are secured by approximately 31.8 acres of the Flowerfield Industrial Park including the related buildings and leases.
1 unchanged sentence
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 Manor 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.
−Removed: GYRODYNE, LLC
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Liquidation Basis)
−Removed: Years Ended December 31, 2021 and 2020
−Removed: 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 were used to pay off the previous GSD Cortlandt debt facility of which $ 1,050,000 was outstanding.
+Added: On September 15, 2021, the Company, through its subsidiary GSD Cortlandt, LLC (“GSD Cortlandt”), secured a $ 4.95 million term loan (the “Mortgage Loan”) with Signature Bank, the proceeds of which were used to pay off the previous GSD Cortlandt debt facility of which $ 1,050,000 was outstanding.
The term of the Mortgage Loan is five years with an option to extend for an additional five years (the “Extension Period”).
13 unchanged sentences
If the Cortlandt Manor property is sold to a bona fide third -party purchaser within the initial two years of the term of the Mortgage Loan, the prepayment fee to be paid upon repayment of the Mortgage Loan in full will be reduced by fifty percent.
+Added: The outstanding balance as of December 31, 2022 was $ 4,846,601 .
+Added: GYRODYNE, LLC
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Liquidation Basis)
+Added: Years Ended December 31, 2022 and 2021
+Added: On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services, which appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver.
+Added: To protect depositors, the FDIC transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that will be operated by the FDIC as it markets the institution to potential bidders.
+Added: On March 12, 2023, the Company had approximately $ 61,000 on deposit and approximately $ 97,000 in a real estate tax escrow account (escrow balance will not exceed approximately $ 109,000 ) at Signature Bank.
+Added: Based upon the announcement on March 12, 2023, from the U.S.
+Added: Department of the Treasury, the U.S.
+Added: Federal Reserve and the FDIC that all depositors of Signature Bank would have access to all of their deposits and the fact that the amount on deposit is below the $250,000 cap on FDIC deposit insurance, the Company expects to have access to all of its cash on deposit at Signature Bank.
+Added: As of March 12, 2023, there were no undrawn amounts under the Mortgage Loan.
The Mortgage Loan is secured by the Cortlandt Manor property located at 1985 Crompond Road ( 5.01 acres).
9 unchanged sentences
The Company reports its financial statements under the liquidation basis of accounting which reflects real estate value at net realizable value (predicated on current asset values).
−Removed: During 2021, the net realizable value of real estate increased by $ 3,995,000 and in 2020 it decreased by $ 9,220,000 .
−Removed: The 2021 increase is primarily driven by the current status of entitlement uses and market conditions. 
−Removed: The 2020 decrease is primarily driven by the change in use in Cortlandt Manor from partly residential to all medical, the cancellation of the contract on lot one in Cortlandt Manor, the termination of the BSL Agreement and by the market decline in real estate value in Flowerfield that is directly related to and stems from the impact of the pandemic.
+Added: During 2022, the net realizable value of real estate increased by $ 11,143,500 and in 2021 it increased by $ 3,995,000 .
+Added: The 2022 increase is primarily driven by the current status of entitlement uses and market conditions.
+Added: The 2021 increase was primarily driven by the then current status of entitlement uses and market conditions.
The valuation of the remaining real estate as of December 31, 2022 was $ 53,670,000 .
−Removed: GYRODYNE, LLC
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Liquidation Basis)
−Removed: Years Ended December 31, 2021 and 2020
Net Realizable Value at beginning of period
6 unchanged sentences
900,000  
−Removed: ( 3,820,000 )
1,570,000  
−Removed: ( 5,400,000 )
+Added: 10,243,500  
+Added: 2,425,000  
Net Realizable Value on December 31,
1 unchanged sentence
$ 42,545,000  
+Added: GYRODYNE, LLC
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Liquidation Basis)
+Added: Years Ended December 31, 2022 and 2021
Accounts Payable and Accrued Liabilities
35 unchanged sentences
a) bear any tax liability resulting from such audit, or b) elect to push out the tax audit adjustments to the respective shareholders once it has been calculated at the company level.
−Removed: GYRODYNE, LLC
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Liquidation Basis)
−Removed: Years Ended December 31, 2021 and 2020
Credit Quality of Rents Receivable
5 unchanged sentences
As of December 31, 2022 and 2021, respectively, the Company had a zero balance in its allowance for doubtful accounts.
+Added: GYRODYNE, LLC
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Liquidation Basis)
+Added: Years Ended December 31, 2022 and 2021
Concentration of Credit Risk
5 unchanged sentences
As the Company executes on the sale of its assets, its regional concentration in tenants will lessen thereby resulting in the increased credit risk from exposure of the local economies.
−Removed: For the year ended December 31, 2021 rental income from the Company’s three largest tenants represented approximately 23 %, 22 % and 10 % of total rental income.
−Removed: The three largest tenants by revenue as of December 31, 2021 consist of a state agency located in the industrial park, a medical tenant in the Cortlandt Manor Medical Center and an athletics facility in the industrial park.
+Added: For the year ended December 31, 2022 rental income from the Company’s three largest tenants represented approximately 23 %, 21 % and 9 % of total rental income. 
+Added: The three largest tenants by revenue as of December 31, 2022 consist of a New York State Agency located in the industrial park, a medical tenant in the Cortlandt Manor Medical Center and an athletics facility in the industrial park. 
The current economic challenges facing state and local budgets impacted most of the Company’s largest tenants.
14 unchanged sentences
In addition, the agreement provides for severance equivalent to 6 months of base salary and the vesting and related payment of the change of control bonus.
−Removed: GYRODYNE, LLC
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Liquidation Basis)
−Removed: Years Ended December 31, 2021 and 2020
The Company also has an employment agreement with its Chief Operating Officer (“COO”) executed on May 8, 2014 which provides for severance on a termination without cause equal to 6 months of base salary.
3 unchanged sentences
The Plan provides for bonuses to directors and to officers and employees determined by the gross sales proceeds from the sale of each property and the date of sale.
−Removed: The summary appearing below reflects the terms set forth in the Plan as modified by three amendments.
−Removed: There have been no further amendments to the terms of the Plan during the current reporting period.
+Added: The summary appearing below reflects the terms set forth in the Plan as modified by four amendments, the fourth of which was approved in 2022.
+Added: GYRODYNE, LLC
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Liquidation Basis)
+Added: Years Ended December 31, 2022 and 2021
The Plan provides for a bonus pool funded with an amount equal to 5 % of the specified appraised value of such properties (set forth in the Plan), so long as the gross selling price of a property is at least equal to its 2013 appraised value as designated in the bonus plan.
5 unchanged sentences
Board Members(a)
+Added: 55.000 %  
+Added: Discretionary Amount (b)
+Added: 10.000 %  
Chief Executive Officer
+Added: 15.474 %  
Chief Operations Officer
−Removed: Officer Discretionary Amount (b)
+Added: 13.926 %  
+Added: Officer Discretionary Amount (c)
+Added: 1.750 %  
Other Employees
−Removed: 15 % for the Chairman and 10 % for each of the other five directors.
+Added: 3.850 %  
+Added: 100.000 %  
+Added: 15 % for the Chairman and 10 % for each of the other four directors.
+Added: Under the Plan, the Board has the right to allocate this portion amongst the Board, employees or both.
The officer discretionary amount of 1.75 % will be allocated to the officers within the discretion of the Board.
Such shares of the bonus pool are earned only upon the completion of the sale of a property at a gross selling price equal to or greater than its Adjusted Appraised Value and is paid to the named beneficiaries of the Plan or their designees within 60 days of the completion of such sale or, if later, within 60 days of receipt of any subsequent post-completion installment payment related to such sale.
−Removed: The Plan provides that no benefits are to be paid to participants from the sale of any individual post-subdivided lot from either of the Company’s Flowerfield or Cortlandt Manor properties until aggregate sale proceeds from all sales of post-subdivided lots from such property exceed a designated aggregate floor for such property.
+Added: The Plan provides that no benefits are to be paid to participants from the sale of any individual post-subdivided lot from either of the Company’s Flowerfield or Cortlandt Manor properties until aggregate sale proceeds from all sales of post-subdivided lots from such property meet or exceed a designated aggregate floor for such property.
The aggregate floor for each of the Flowerfield and Cortlandt Manor properties is defined in Amendment No.
2 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.
+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.
GYRODYNE, LLC
2 unchanged sentences
Years Ended December 31, 2022 and 2021
+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).
Under the Plan, there were no payments made during the years ended 2022 and 2021.
17 unchanged sentences
Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
+Added: GYRODYNE, LLC
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Liquidation Basis)
+Added: Years Ended December 31, 2022 and 2021
Fair Value Measurements - The Company adopted the liquidation basis of accounting effective September 1, 2015;
4 unchanged sentences
These cash flows may include contractual rental revenues, projected future rental revenues and expenses and forecasted capital improvements and lease commissions based upon market conditions determined through discussion with local real estate professionals, and relevant Company experience with its current and previously owned properties.
−Removed: Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location and local supply and demand observations.
−Removed: 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.
−Removed: GYRODYNE, LLC
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Liquidation Basis)
−Removed: Years Ended December 31, 2021 and 2020
+Added: Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location, local supply and demand observations and no sewage treatment plants.
+Added: To the extent, the Company underestimates or overestimates forecasted cash outflows (capital improvements, excluding any costs for sewage treatment plants, 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.
Contingencies
2 unchanged sentences
As of December 31, 2022 and 2021, the value of the remaining unsold properties exceeded the respective 2014 appraised value.
+Added: Article 78 Proceeding –
+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.
+Added: 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.
+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.
+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.
General - In the normal course of business, the Company is a party to various legal proceedings.
2 unchanged sentences
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 reduced the gross profit from operations and has been a significant factor in prolonging the entitlement process.
−Removed: We believe it was also a major factor leading to the termination in the first quarter 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, such as the Omicrom and possible other 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: To date, the COVID- 19 pandemic has impacted operations of our existing properties, and we believe it 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.
+Added: 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.
+Added: Until recently, the U.S economy has been growing as COVID- 19 vaccinations are 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 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 and more recently to the crisis in the banking industry, including the second and third largest bank failures in 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.
1 unchanged sentence
As a result, all employees will continue to work remotely unless they report needing sick leave or family leave pursuant to regulated benefits.
−Removed: Small businesses have been and are expected to continue to be adversely affected disproportionately by the economic ramifications of COVID- 19.
−Removed: In terms of its own tenants, the Company deems as small businesses those that are not part of or affiliated with a major hospital, which in the aggregate account for approximately 40 % ($ 966,000 ) of the Company’s projected annual rental revenues for 2022.
−Removed: Although it is difficult to estimate the duration and full extent of the COVID- 19 pandemic, its impact on our future results could be significant and will largely depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the novel coronavirus, risks that may arise from mutations or related strains of the virus, the success of actions taken to contain or treat COVID- 19 and reactions by real estate developers and investors, consumers, companies, governmental entities and capital markets.
−Removed: 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.
GYRODYNE, LLC
2 unchanged sentences
Years Ended December 31, 2022 and 2021
−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.
+Added: Small businesses have been and are expected to continue to be adversely affected disproportionately by the economic ramifications of COVID- 19.
+Added: In terms of its own tenants, the Company deems as small businesses those that are not part of or affiliated with a major hospital, which in the aggregate account for approximately 39 % ($ 1,020,000 ) of the Company’s projected annual rental revenues for 2023.
+Added: Although it is difficult to estimate the duration and full extent of the COVID- 19 pandemic, its impact on our future results could be significant and will largely depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the novel coronavirus, risks that may arise from mutations or related strains of the virus, the success of actions taken to contain or treat COVID- 19 and reactions by real estate developers and investors, consumers, companies, governmental entities and capital markets.
+Added: 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.
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.
+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.
1 unchanged sentence
The Company has entered into various leasing arrangements with a not -for-profit organization of which the Company’s Chairman, Paul Lamb, serves as Chairman and a director but receives no compensation or any other financial benefit.
−Removed: A summary of the leasing arrangements is as follows:
−Removed: Total Commitment (excluding renewal options)
−Removed: - Dec 2022  
−Removed: $ 19,414  
−Removed: $ 38,828  
−Removed: - Dec 2022  
−Removed: - Dec 2022  
−Removed: $ 16,193  
−Removed: $ 32,385  
−Removed: (a)In February 2019, the Company amended the square footage under the master lease with the not -for-profit organization originally entered into in August 2016.
−Removed: The Company understood that the tenant’s main intent was to sublease the space to artists, on a short-term basis, after which such subtenant artists would transition into their own space leased directly from the Company.
−Removed: Under the master lease, the tenant has the right to sublease the space without prior written consent for use as an art studio, art school or related use.
−Removed: Under the terms of the master lease, rent is payable by the tenant only to the extent the space is sublet, at the rent amount per square foot payable by the subtenant up to a maximum of $ 10 per square foot per year.
−Removed: The maximum annual and total lease commitment are $ 18,170 and $ 36,340 , respectively.
−Removed: 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 year ended December 31, 2021 of $ 18,170 and total commitments of up to $ 36,340 . 
−Removed: Nevertheless, the Company believes the economics of the lease are justified because the tenant, a major fine art studio, is a cultural asset that the Company believes has (i) made the Flowerfield light-industrial campus more attractive and contributed to tenant retention and recruitment, and (ii) produced positive press in local media and helped generate goodwill in the surrounding communities at a time when the Company is dealing with some community opposition to its property enhancement efforts.
−Removed: During the twelve months ended December 31, 2021 and 2020, the Company received rental revenue of $ 35,607 and $ 35,607 , respectively.
−Removed: 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. 
+Added: 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 done by the Company and the tenant.
−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 $ 8,829 annually and $ 44,144 during the extended period.
A summary of the additional rent under the new arrangement is as follows:
−Removed: Total Additional Commitment
−Removed: - Dec 2022  
−Removed: $ 11,583  
−Removed: - Dec 2027  
+Added: Total Commitment (excluding renewal options)
+Added: April 2022-Dec 2027
$ 51,051  
$ 317,455  
+Added: During the twelve months ended December 31, 2022 and 2021, the Company received rental revenue of $ 47,190 and $ 35,607 , respectively.
The independent members of the Board of the Company approved all of the leasing transaction 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: On March 26, 2022, Elliot Levine notified the Company that in connection with the combination of Levine & Seltzer LLP, of which Mr.
−Removed: Levine is a partner, and Weaver and Tidwell, LLP, Mr.
−Removed: Levine agreed to resign from the board of directors of any U.S.
−Removed: public company on which he serves, and that accordingly he intended to resign from the Board of Directors of Gyrodyne. 
−Removed: On March 27, 2022, the Board of Directors agreed to reduce the number of seats on the Board from six to five, subject to and effective upon receiving formal confirmation from Mr.
−Removed: Levine of his resignation from the Board. 
−Removed: On March 29, 2022, Mr.
−Removed: Levine delivered written confirmation to the Company that he has resigned from the Board, effective March 28, 2022.
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.