2 unchanged sentences
CONSOLIDATED STATEMENTS OF NET ASSETS
−Removed: AS OF JUNE 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022
+Added: AS OF SEPTEMBER 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022
(Liquidation Basis)
+Added: September 30,
Real estate held for sale
11 unchanged sentences
See notes to consolidated financial statements
+Added:    
GYRODYNE, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
−Removed: FOR THE SIX-MONTHS ENDED JUNE 30, 2023
+Added: FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2023
(Liquidation Basis)
4 unchanged sentences
Net decrease in liquidation value
−Removed: Net assets in liquidation, as of June 30, 2023
+Added: Net assets in liquidation, as of September 30, 2023
See notes to consolidated financial statements
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (LIQUIDATION BASIS) FOR THE SIX-MONTHS ENDED JUNE 30, 2023 (unaudited)
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (LIQUIDATION BASIS) FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2023 (unaudited)
Strategic Overview
9 unchanged sentences
Gyrodyne and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
+Added: In June 2022, Gyrodyne and the Town of Smithtown filed motions to dismiss the Petition.
+Added: During the third quarter, the Article 78 Proceeding was re-assigned to a different judge for the second time.
+Added: Our motion to dismiss the case made in June of 2022 has yet to be decided.
The Article 78 Proceeding could take two years or more to run its course given the likelihood of appeal and the impact the pandemic has had on the court system.
5 unchanged sentences
Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, labor shortages and environmental concerns.
−Removed: Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in late 2023 for Flowerfield, and could be received for Cortlandt Manor by the middle of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision (if requested) and site plan approval which the Company believes can be pursued simultaneously rather than sequentially).
+Added: Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in mid-2024 for Flowerfield, and could be received for Cortlandt Manor in the fourth quarter of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision (if requested) and site plan approval which the Company believes can be pursued simultaneously rather than sequentially).
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.
17 unchanged sentences
The accompanying interim quarterly financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
−Removed: The consolidated financial statements of the Company included herein have been prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all adjustments which are necessary to present fairly the results for the six-months ended June 30, 2023.
+Added: The consolidated financial statements of the Company included herein have been prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all adjustments which are necessary to present fairly the results for the nine-months ended September 30, 2023.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations;
28 unchanged sentences
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.
−Removed: 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.
+Added: 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 values.
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.
−Removed: 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 our formal stated deadline of December 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, including without limitation the Article 78 Proceeding and delays in securing final regulatory approvals caused by the ongoing backlog of land use applications, government labor shortages and the pandemic.
+Added: Consequently, there can be no assurance that the Company will be able to meet 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.
9 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.
−Removed: New Accounting Pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of June 30, 2023, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
+Added: 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 (See Note 17 –
+Added: Subsequent Events).
+Added: New Accounting Pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of September 30, 2023, 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 June 30, 2023 and December 31, 2022 would result in estimated liquidating distributions of $ 29,866,455 and $ 30,367,499 , or approximately $ 20.14 and $ 20.48 per common share, respectively, based on 1,482,680 shares outstanding.
−Removed: The decrease of $ 501,044 or $ 0.34 per share is mainly attributable to fees and expenses responding to shareholder activism and addressing feedback from shareholders (see “Note 12, “Contingencies –
−Removed: Shareholder Nomination”) and professional fees relating to the Company’s efforts to finance its operations through the liquidation.
+Added: Net assets as of September 30, 2023 and December 31, 2022 would result in estimated liquidating distributions of $ 30,028,537 and $ 30,367,499 , or approximately $ 20.25 and $ 20.48 per common share, respectively, based on 1,482,680 shares outstanding (see Note 17 –
+Added: Subsequent Events).
+Added: The decrease of $ 338,962 or $ 0.23 per share is mainly attributable to fees and expenses responding to and resolving a shareholder activism campaign and addressing feedback from shareholders, including amending our retention bonus plan and adopting a restricted stock plan for directors (see “Note 13, “Governance –
+Added: Shareholder Nomination”) and professional fees relating to the Company’s efforts to finance its operations through the liquidation partially offset by a reduction in Retention Bonus Plan benefits stemming from Amendment 5 of the Retention Bonus Plan (See Note 11 –
+Added: Commitments).
The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on adjustments for the following items which are estimated through December 31, 2024:
3 unchanged sentences
Costs for the pursuit of entitlements on the Flowerfield and Cortlandt Manor properties.
−Removed: Retention bonus amounts (See Note 11).
+Added: Retention bonus amounts (See Note 11 and Note 17).
Principal payments on the Company’s credit facilities.
6 unchanged sentences
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.
−Removed: The Company estimates that it will incur approximately $ 862,000 (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, See Note 5) in land entitlement costs from July 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.
+Added: The Company estimates that it will incur approximately $ 1,077,600 (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, See Note 5) in land entitlement costs from October 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.
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.
−Removed: During the six months ended June 30, 2023, the Company incurred approximately $ 342,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
−Removed: The Company believes the remaining balance of $ 862,000 (inclusive of real estate taxes of $ 218,000 and regulatory fees of $ 363,500 ) will be incurred from July 2023 through the end of the liquidation period, approximately $ 105,000 of which is subject to the informal deferral arrangement by certain of our service providers until the first post subdivision property lot is sold.
+Added: During the nine months ended September 30, 2023, the Company incurred approximately $ 400,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
+Added: The Company believes the remaining balance of $ 1,077,600 (inclusive of real estate taxes of $ 181,400 and regulatory fees of $ 373,500 ) will be incurred from October 2023 through the end of the liquidation period.
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.
2 unchanged sentences
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 June 30, 2023 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 September 30, 2023 includes some but not all of the potential value impact that may result from the land entitlement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
−Removed: The net assets as of June 30, 2023 ($ 29,866,455 ) and December 31, 2022 ($ 30,367,499 ) results in estimated distributions of approximately $ 20.14 and $ 20.48 , 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.
−Removed: Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated distributions as of June 30, 2023 and December 31, 2022 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
+Added: The net assets as of September 30, 2023 ($ 30,028,537 ) and December 31, 2022 ($ 30,367,499 ) results in estimated distributions of approximately $ 20.25 and $ 20.48 , respectively, per common share (based on 1,482,680 shares outstanding (See Note 17 –
+Added: Subsequent Events)), 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 September 30, 2023 and December 31, 2022 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
The Company believes the land entitlement efforts will 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, 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
The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation.
−Removed: The Company currently estimates that it will incur liquidation and operating costs net of estimated receipts during the remaining liquidation period of $ 13,763,592 , excluding the gross proceeds from the real estate sales.
+Added: The Company currently estimates that it will incur liquidation and operating costs net of estimated receipts during the remaining liquidation period of $ 12,581,231 (See Note 17 –
+Added: Subsequent Events), excluding the gross proceeds from the real estate sales.
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 remaining liquidation period.
−Removed: The change in the liability for estimated costs in excess of estimated receipts during liquidation from January 1, 2023 through June 30, 2023 is as follows:
−Removed: Expenditures/
−Removed: Remeasurement of
−Removed: Assets and Liabilities
+Added: The change in the liability for estimated costs in excess of estimated receipts during liquidation from January 1, 2023 through September 30, 2023 is as follows:
+Added: Expenditures/ (Receipts)
+Added: Remeasurement of Assets and Liabilities
+Added: September 30, 2023
Estimated rents and reimbursements
7 unchanged sentences
Liability for estimated liquidation and operating costs net of estimated receipts
−Removed: *The Company reached informal agreements with certain service vendors to defer payment of approximately $ 105,000 of the $ 862,000 until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively.
* 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.
+Added: The costs in excess of receipts in the chart above are reported as of September 30, 2023 and do not factor in the developments reported in “Subsequent Events”
Loans Payable
4 unchanged sentences
The loan will mature on April 30, 2028.
−Removed: The outstanding balance as of June 30, 2023 was $ 2,035,734 .
+Added: The outstanding balance as of September 30, 2023 was $ 2,016,029 .
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.
3 unchanged sentences
The loan will mature on May 20, 2028.
−Removed: The outstanding balance as of June 30, 2023 was $ 2,785,100 .
+Added: The outstanding balance as of September 30, 2023 was $ 2,758,315 .
Both lines are secured by approximately 31.8 acres of the Flowerfield Industrial Park including the related buildings and leases.
−Removed: As of June 30, 2023, the Company is in compliance with the loan covenants.
+Added: As of September 30, 2023, the Company is in compliance with the loan covenants.
The Company anticipates modifying the terms of the loans following the completion of the subdivision so that the loans remain secured by the two subdivided industrial park lots only.
15 unchanged sentences
If the Cortlandt Manor property is sold to a bona fide third-party purchaser on or before September 14, 2023, the prepayment fee to be paid upon repayment of the Mortgage Loan in full will be reduced by fifty percent.
−Removed: The outstanding balance as of June 30, 2023 was $ 4,800,580 .
+Added: The outstanding balance as of September 30, 2023 was $ 4,777,738 .
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.
3 unchanged sentences
Department of the Treasury, the U.S.
−Removed: 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: Federal Reserve and the FDIC that all depositors of Signature Bridge 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 Bridge Bank.
As of March 12, 2023, there were no undrawn amounts under the Mortgage Loan.
1 unchanged sentence
The total debt payable mature as follows:
−Removed: Years Ending June 30,
+Added: Years Ending September 30,
Accounts payable and Accrued Liabilities
1 unchanged sentence
Accrued Liabilities
−Removed: June 30, 2023
+Added: September 30, 2023
December 31, 2022
−Removed: June 30, 2023
+Added: September 30, 2023
December 31, 2022
3 unchanged sentences
Deferred Compensation to Directors (b)
−Removed: The Company reached informal agreements with certain service vendors to defer payment until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively.
+Added: Represents amount of deferred fees pursuant to informal agreements the Company reached with certain service vendors to defer payment until certain dates, some of which include the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively.
The director fees and interest accrued under the deferred Compensation Plan where each director elected to defer 100 % of his fees for 2023, 2022, 2021 and 2020.
12 unchanged sentences
In accordance with generally accepted accounting principles, the Company identifies high risk collectibles, records them on a cash basis and does not include them in revenue or accounts receivable.
−Removed: As of each June 30, 2023 and December 31, 2022, the Company had a zero balance in its allowance for doubtful accounts.
+Added: As of each September 30, 2023 and December 31, 2022, the Company had a zero balance in its allowance for doubtful accounts.
Concentration of Credit Risk
3 unchanged sentences
The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash.
−Removed: Management does not believe significant credit risk existed on June 30, 2023 and December 31, 2022.
+Added: Management does not believe significant credit risk existed on September 30, 2023 and December 31, 2022.
As the Company executes on the sale of its assets, its regional concentration in tenants will increase thereby resulting in the increased credit risk from exposure of the local economies.
−Removed: For the six months ended June 30, 2023 rental income from the Company’s three largest tenants represented approximately 26 %, 19 % and 8 % of total rental income.
−Removed: The three largest tenants by revenue as of June 30, 2023 consist of New York Presbyterian Medical Group located in the Cortlandt Manor Medical Center, Stony Brook University Hospital located in the industrial park and an athletic facility in the industrial park.
+Added: For the nine months ended September 30, 2023 rental income from the Company’s three largest tenants represented approximately 25 %, 20 % and 8 % of total rental income.
+Added: The three largest tenants by revenue as of September 30, 2023 consist of New York Presbyterian Medical Group located in the Cortlandt Manor Medical Center, Stony Brook University Hospital located in the industrial park and an athletic facility in the industrial park.
There can be no assurance that the Company’s leases will renew for the same square footage, at favorable rates net of tenant improvements, if at all.
−Removed: As of June 30, 2023, other commitments and contingencies are summarized in the below table:
+Added: As of September 30, 2023, other commitments and contingencies are summarized in the below table:
Management employment agreements with bonus* and severance commitment contingencies
9 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 four amendments, the fourth of which was approved in 2022.
−Removed: 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 and (ii) land development costs incurred on a property since the date of the 2013 appraisal, as follows:
−Removed: 10 % on the first 10% of appreciation, 15 % on the next 10% of appreciation and 20 % on appreciation greater than 20%.
+Added: As a result of feedback we received from shareholders during our shareholder listening tours in 2022 and 2023, the Company evaluated various possible changes to the Plan to better align the interests of the Plan participants with those of the shareholders.
+Added: Effective September 5, 2023, the Board of Directors approved Amendment No.
+Added: 5 (“Amendment No.
+Added: 5”) to the Plan.
+Added: Amendment No.
+Added: 5 is intended to create better alignment of interests between Plan participants and all shareholders.
+Added: The primary features of Amendment No.
+Added: 5 are as follows:
+Added: $1,137,108 forfeited by retired directors returned to the Company :
+Added: Prior to Amendment No.
+Added: 5, the Plan provided that Bonus Plan benefits forfeited by retired director participants would be re-allocated among the remaining director participants pro rata.
+Added: Nevertheless, under Amendment No.
+Added: 5, such forfeited Bonus Plan benefits in the estimated amount of $ 1,137,108 have been removed from the pool and returned to the Company.
+Added: Waiver of plan benefits by directors :
+Added: Director participants agreed to waive all Plan benefits in exchange for 91,628 shares issuable under the Stock Plan (defined and described below), which received shareholder approval on October 12, 2023.
+Added: All benefits so waived by the director participants were deemed void and not reallocated to any other participants in the Plan.
+Added: Bonus rate on property sale proceeds are modified as follows:
+Added: For employees:
+Added: 4.12 % on up to $ 50,985,000 of net proceeds (net of commissions);
+Added: 6.72 % for incremental net sales above $50,985,000
+Added: For directors (See Note 17 –
+Added: Subsequent Events):
+Added: 5.30 % of net proceeds (net of commissions).
+Added: Delayed vesting :
+Added: An employee participant will only vest in Plan benefits triggered by property sales if he or she remains continuously employed through both the date of closing and the date of the Board’s irrevocable determination of a shareholder distribution;
+Added: if employment terminates by death, disability or voluntary termination following substantial reduction in compensation (assuming no “cause”
+Added: grounds for involuntary termination), however, the employee participant remains entitled to benefits only with respect to any property sales occurring within three years and yielding an internal rate of return of at least 4 % (IRR ceases to apply to periods beginning after the property is under contract)
+Added: Benefits generally not payable until shareholders paid :
+Added: Benefits are not payable until liquidating cash distributions are paid to shareholders, except that employee participants will receive early payments if the cumulative amounts credited to the bonus pool bookkeeping account for employee participants equals or exceeds $ 500,000 .
+Added: Early sale incentive :
+Added: If any property is sold on or before June 30, 2024, the bonus pool for employee participants will be funded with an additional 1 % of net sale price.
+Added: Removal of price floor :
+Added: The price floor hurdle for the sale of properties was removed for all participants to eliminate the perception of any perverse incentive to avoid particular property sales that may not exceed the floor but which otherwise may be in the best interests of shareholders.
The bonus pool is distributable in the following proportions to the named participants in the bonus plan for so long as they are directors or employees of the Company:
1 unchanged sentence
Bonus Pool Percentage
+Added: Amendment No 5
+Added: Subsequent Event
Board Members(a)
−Removed: Board Discretionary Amount (b)
+Added: Board Discretionary Amount
Chief Executive Officer
5 unchanged sentences
This amount resulted from the departure of two directors and will be reallocated pursuant to the Plan.
−Removed: The officer discretionary amount of 1.75 % will be allocated to the officers within the discretion of the Board.
−Removed: 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 meet or exceed a designated aggregate floor for such property.
−Removed: The aggregate floor for each of the Flowerfield and Cortlandt Manor properties is defined in Amendment No.
−Removed: 3 to the Plan as the 2013 appraisal of such property plus land development costs incurred for such property since such appraisal.
−Removed: The Plan provides for vesting of benefits upon the sale of each individual post-subdivision lot at Flowerfield and Cortlandt Manor.
−Removed: 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: On May 6, 2022, the Board unanimously approved an amendment (“Amendment No.
−Removed: 4) to the Company’s Retention Bonus Plan (as amended, the “Plan”).
−Removed: Amendment No.
−Removed: 4 provides that on or after May 6, 2022, the Plan may not be (A) suspended or terminated, or (B) amended in a manner that would reduce, eliminate or otherwise materially impair the manner in which (i) the bonus pool is to be determined, calculated or funded, or (ii) bonus payments are to be made to participants in the Plan.
−Removed: The objective of this change is to enhance the retention value of the Plan by limiting the circumstances under which the Plan may be amended or terminated, e.g., following a change in control of the board or otherwise, in a manner that would deprive participants of the opportunity to earn benefits under the Plan.
−Removed: Amendment No.
−Removed: 4 also provides that once a contract for sale of a property is executed, the Plan’s requirement to continue earning growth at a 4 % internal rate of return, applicable to participants who have separated due to death, disability, substantial reduction in compensation or board fees, mutual agreement to “right size”
−Removed: the board or involuntary termination without cause, will no longer apply.
−Removed: The rationale for the elimination of the 4 % internal rate of return requirement for the aforementioned categories of separated participants is that a property’s value cannot increase between signing and closing but could decrease as a result of corporate due diligence (such as identifying environmental or other issues), which might decrease the purchase price.
−Removed: Amendment No.
−Removed: 4 also clarifies that a director nominated for reelection but failing to get reelected would be treated as if he or she was terminated without cause (and thus eligible for modified benefits post-termination).
−Removed: Under the Plan, there were no payments made during the six months ended June 30, 2023.
−Removed: As a result of feedback we received from shareholders, the Company is evaluating various possible changes to the Plan to better align the interests of the Plan participants with those of the shareholders.
−Removed: Deferred Compensation Plan - On December 6, 2019, the Company’s Board of Directors approved the Gyrodyne, LLC Nonqualified Deferred Compensation Plan for Employees and Directors (the “DCP”) effective as of January 1, 2020.
−Removed: The DCP is a nonqualified deferred compensation plan maintained for officers and directors of the Company. 
−Removed: Under the DCP, officers and directors may elect to defer a portion of their compensation to the DCP and receive interest on such deferred payments at a fixed rate of 5 %. 
+Added: The officer discretionary amount will be allocated to the officers within the discretion of the Board.
+Added: Under the Plan, there were no payments made during the nine months ended September 30, 2023.
+Added: Deferred Compensation Plan –
+Added: On December 6, 2019, the Company’s Board of Directors approved the Gyrodyne, LLC Nonqualified Deferred Compensation Plan for Employees and Directors (the “DCP”) effective as of January 1, 2020.
+Added: The DCP is a nonqualified deferred compensation plan maintained for officers and directors of the Company.
+Added: Under the DCP, officers and directors may elect to defer a portion of their compensation to the DCP and receive interest on such deferred payments at a fixed rate of 5 %.
All DCP benefits will be paid in a single lump sum cash payment on December 15, 2026, unless a Plan of Liquidation is established for Gyrodyne before the distribution date in which case all benefits will be paid in a single lump sum cash payment after execution of an amendment to terminate the DCP.
−Removed: Each of the Directors elected (under the DCP) to defer 100 % of their director fees for 2020, 2021, 2022 and 2023.
+Added: Each of the Directors elected (under the DCP) to defer 100 % of their director fees for 2020, 2021, 2022 and 2023 excluding Jan Loeb who was nominated to the Board on July 28, 2023.
Contingencies
2 unchanged sentences
Under the Settlement, Gyrodyne agreed that any sales of its properties would be effected only in arm's-length transactions at prices at or above their appraised values as of 2014.
−Removed: As of June 30, 2023 and December 31, 2022, the value of the remaining unsold properties exceeded the respective 2014 appraised values.
+Added: As of September 30, 2023 and December 31, 2022, the value of the remaining unsold properties exceeded the respective 2014 appraised values.
Article 78 Proceeding –
3 unchanged sentences
The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
−Removed: Shareholder Nomination –
−Removed: The Company received a notice dated April 25, 2023 from Star Equity Fund, LP (“Star Equity”), which allegedly owned approximately 5.4 % of our outstanding shares at the time of submission, of its intent to nominate a slate of two candidates for election as directors at the 2023 Annual Meeting of Shareholders.
−Removed: The Company remains open to ongoing engagement with Star Equity.
−Removed: However, if the Company and Star Equity cannot reach an agreement in connection with its nomination, there will be a contested election at the Company’s 2023 Annual Meeting of Shareholders.
+Added: In June 2022, Gyrodyne and the Town of Smithtown filed motions to dismiss the Petition.
+Added: During the third quarter, the Article 78 Proceeding was re-assigned to a different judge for the second time.
+Added: Our motion to dismiss the case made in June of 2022 has yet to be decided.
General –
1 unchanged sentence
After reviewing all actions and proceedings pending against or involving the Company, management considers that any loss resulting from such proceedings individually or in the aggregate will not be material to the Company’s financial statements.
+Added: Director Nomination and Proposal from Shareholder –
+Added: The Company received a notice dated April 25, 2023 (the “Nomination Notice”) from Star Equity Fund, LP (“Star Equity”), which allegedly owned approximately 5.4 % of our outstanding shares at the time of submission, of its intent to nominate a slate of two candidates for election as directors at the 2023 annual meeting of shareholders (“Annual Meeting”).
+Added: On August 11, 2023, Star Equity submitted a shareholder proposal to the Company pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Shareholder Proposal”).
+Added: On September 5, 2023, the Company entered into a letter agreement (“Cooperation Agreement”) with Star Equity, pursuant to which Star Equity agreed to irrevocably withdraw both the Nomination Notice and the Shareholder Proposal.
+Added: Pursuant to the Cooperation Agreement, the Company agreed to adopt, and submit for shareholder approval at the Annual Meeting, a new stock incentive plan (the “Stock Plan”) for directors who participated in the Company’s retention bonus plan (the “Bonus Plan”), pursuant to which such director participants would exchange their benefits under the Bonus Plan for 91,628 shares under the Stock Plan, if the Stock Plan would be approved by the shareholders.
+Added: Under the Stock Plan, shares would not be transferable unless and until a liquidating distribution is made to all shareholders.
+Added: Additionally, the Company agreed not to increase director compensation fees.
+Added: The Cooperation Agreement also obligated Star Equity to vote all Company shares beneficially owned by it at the Annual Meeting in accordance with the Board’s recommendations.
+Added: Star Equity will also vote in accordance with the Board’s recommendations at any special meeting of shareholders occurring before the date that is thirty days prior to the opening of the window for submission of shareholder nominations for the Company’s 2024 annual meeting of shareholders (the “Termination Date”), except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc.
+Added: (“ISS”) to the extent the recommendation of ISS differs from the Board’s recommendation on any matter presented to shareholders.
+Added: The Cooperation Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Company at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Company matters.
+Added: Until the Termination Date, the Company and Star Equity have also agreed not to disparage each other.
+Added: Through September 30, 2023, the cumulative cost to the Company of responding to and resolving the foregoing shareholder activist campaign, including changes to our incentive compensation arrangements, was approximately $ 1,200,000 .
+Added: We are working with insurance coverage counsel to pursue coverage under our existing directors and officers insurance policy for amounts in excess of the $ 500,000 insurance deductible under the policy.
+Added: General –
+Added: On July 28, 2023, Philip F.
+Added: Palmedo, a director of the Company and its predecessor Gyrodyne Company of America, Inc.
+Added: since 1996, retired from the Board (and was not the result of any disagreement) effective immediately.
+Added: Also on July 28, 2023, the Board appointed Jan H.
+Added: Loeb to the Board to fill the vacancy on the Board created by Mr.
+Added: Palmedo’s resignation, and to serve in the class of directors up for election at the Annual Meeting.
+Added: Loeb was appointed to the Board pursuant to the terms of a cooperation agreement dated July 26, 2023 among Leap Tide Capital Management LLC, Jan Loeb and the Company.
Fair Value of Financial Instruments
23 unchanged sentences
The Company’s ability to operate seamlessly and limit any adverse impact on its forecasted net asset value will also depend, in part, on whether any of its key employees or key advisers are infected by the Coronavirus and become ill from COVID-19.
−Removed: Concurrently, the geopolitical conflict between Russian and Ukraine increased uncertainty during 2022 and 2023.
+Added: Concurrently, the war between Russia and Ukraine increased uncertainty during 2022 and 2023 with such uncertainty being exacerbated by the war between Israel and Hamas in Gaza and a threat of a border conflict.
Inflation has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a recession.
12 unchanged sentences
April 2022-Dec 2027
−Removed: During the six months ended June 30, 2023, the Company received rental revenue of $ 26,291 .
+Added: During the nine months ended September 30, 2023, the Company received rental revenue of $ 39,437 .
The independent members of the Board of the Company approved all of the leasing transactions described above.
The Chairman is also a partner of the firm Lamb & Barnosky, LLP that provided pro bono legal representation to the aforementioned not-for-profit corporation on the lease.
+Added: Subsequent Events
+Added: Restricted Stock Award Plan –
+Added: The Gyrodyne, LLC Restricted Stock Award Plan (the “Stock Plan”) was approved by the Board on September 5, 2023 and by the shareholders of the Company on October 12, 2023 and became effective on October 12, 2023.
+Added: Under the Stock Plan, the Company issued to the former director participants in the Retention Bonus Plan (the “Bonus Plan”), in exchange for the waiver and forfeiture of their Bonus Plan benefits, an aggregate of 91,628 Gyrodyne shares, subject to vesting, effective November 14, 2023.
+Added: The primary features of the Stock Plan are as follows:
+Added: The purpose of the Stock Plan is to incentivize the former director participants in the Bonus Plan to exchange their interests in the Bonus Plan for shares in the Company issuable under the Stock Plan, which will allow for compensation plan separation between directors and employees and better alignment of interests between director participants and shareholders.
+Added: Directors of the Company who were participants in the Bonus Plan are eligible to receive grants under the Stock Plan.
+Added: The eligible directors are Paul Lamb, Ronald Macklin, Nader Salour and Richard Smith.
+Added: All such individuals agreed to exchange their Bonus Plan benefits for shares under the Stock Plan, subject to shareholder approval of the Stock Plan.
+Added: Jan Loeb was not a participant in the Bonus Plan and is not be eligible to participate in the Stock Plan.
+Added: Maximum Shares Available:
+Added: The total number of shares authorized for issuance under the Stock Plan is 91,628 shares, or approximately 5.8 % of the common shares currently outstanding after giving effect to the issuance of the Stock Plan shares.
+Added: Administration:
+Added: Pursuant to the terms of the Stock Plan, the Stock Plan will be administered and interpreted by a committee which will consist of either (i) the Board, or (ii) the President and at least two other directors appointed by the Board.
+Added: The committee will have full power and authority to administer and interpret the Stock Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Stock Plan and for the conduct of its business as it deems necessary or advisable, to waive requirements relating to formalities or other matters that do not modify the substance of rights of participants or constitute a material amendment of the Stock Plan, to correct any defect or supply any omission of the Stock Plan or any grant document and to reconcile any inconsistencies in the Stock Plan or any grant document.
+Added: Restricted Stock:
+Added: Incentives under the Stock Plan consist of grants of restricted stock.
+Added: No shares issued under the Stock Plan, or any interest therein, will be transferrable by a participant, whether voluntarily or involuntarily, unless and until a liquidating distribution is made to the shareholders, except by will or by the laws of descent or distribution, and may not be subject to any voluntary or involuntary pledge, assignment, alienation, attachment, or similar encumbrance or transfer.
+Added: All shares issued in connection with a grant will be subject to the terms, conditions, and restrictions set forth in the Company’s articles of organization, amended and restated limited liability company agreement, or other governing documents of the Company, as amended.
+Added: Vesting of shares issued under the Stock Plan occurs (i) in equal one-third tranches on each of the first three anniversaries of the grant date, and (ii) at such time as a liquidating distribution is made to the shareholders of the Company, subject to acceleration upon a liquidating distribution.
+Added: Unvested Stock Plan shares will be forfeited by a participant if such participant is no longer serving on the Board at or prior to such time that liquidating distributions are paid to the shareholders other than as a result of death, disability or failure to be reelected.
+Added: The Board may amend, suspend or terminate the Stock Plan at any time, in its discretion, except that shareholder approval is required for any amendment that increases the number of shares available for grant, accelerates vesting or results in a material increase in benefits or a change in eligibility requirements.
+Added: The shares under the Stock Plan were distributed as follows in lieu of the director portion of the Bonus Plan of $2,702,285:
+Added: Shares of Restricted Stock
+Added: Ronald Macklin
+Added: Richard Smith
+Added: Inclusive of the issuance of the restricted shares in the Stock Plan, the September 30, 2023 estimated net assets in liquidation would be $ 32,730,822 or $ 20.79 per share based on 1,574,308 shares outstanding (current shares outstanding 1,482,680 plus the Stock Plan shares of 91,628 ).
Management ’
8 unchanged sentences
in this report refer to Gyrodyne, LLC’s common shares representing limited liability company interests.
−Removed: References herein to our Quarterly Report are to this Quarterly Report on Form 10-Q for the six-months ended June 30, 2023.
+Added: References herein to our Quarterly Report are to this Quarterly Report on Form 10-Q for the nine-months ended September 30, 2023.
Cautionary Statements Concerning Forward –
12 unchanged sentences
or “continue,”
−Removed: the negative thereof, and other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives and liquidation contingencies. 
−Removed: These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. 
+Added: the negative thereof, and other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives and liquidation contingencies.
+Added: These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.
Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, risks associated with the Article 78 Proceeding against the Company and any other litigation that may develop in connection with our efforts to enhance the value of and sell our properties, ongoing community activism, risks associated with proxy contests and other actions of activist shareholders, risks related to the recent banking crisis and closure of two major banks (including one with whom we indirectly have a mortgage loan), regulatory enforcement, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the ability to obtain additional capital in order to enhance the value of the Flowerfield and Cortlandt Manor properties and negotiate sales contracts and defend the Article 78 Proceeding from a position of strength, the potential effects of COVID-19, the risk of inflation, rising interest rates, recession and supply chain constraints or disruptions and other risks detailed from time to time in the Company’s SEC reports.
34 unchanged sentences
The Company believes the aforementioned dual strategy will increase the aggregate value for such properties as a whole.
−Removed: The value of the real estate reported in the consolidated statement of net assets as of June 30, 2023 includes some but not all of the potential value impact that may result from such value enhancement efforts.
+Added: The value of the real estate reported in the consolidated statement of net assets as of September 30, 2023 includes some but not all of the potential value impact that may result from such value enhancement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
10 unchanged sentences
Gyrodyne and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
+Added: In June 2022, Gyrodyne and the Town of Smithtown filed motions to dismiss The Petition.
+Added: During the third quarter, the Article 78 Proceeding was re-assigned to a different judge for the second time.
+Added: Our motion to dismiss the case made in June of 2022 has yet to be decided.
The Article 78 Proceeding could take two years or more to run its course given the likelihood of appeal and the impact the pandemic has had on the court system.
5 unchanged sentences
Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, labor shortages and environmental concerns.
−Removed: Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in late 2023 for Flowerfield, and could be received for Cortlandt Manor by the middle of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision (if requested) and site plan approval which the Company believes can be pursued simultaneously rather than sequentially).
+Added: Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in mid-2024 for Flowerfield, and could be received for Cortlandt Manor in the fourth quarter of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision (if requested) and site plan approval which the Company believes can be pursued simultaneously rather than sequentially).
The Company believes that standard market terms for real property transactions in both Cortlandt Manor and the Town of Smithtown would include, as conditions to closing, final subdivision approval, final unappealable site plan approval and the resolution of the Article 78 Proceeding.
Based on the aforementioned factors, the Company believes the process of negotiating purchase agreements, securing final approvals and consummating the sale of our properties will culminate by year-end 2024.
−Removed: 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 our formal stated deadline of December 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, including without limitation the Article 78 Proceeding and delays in securing final regulatory approvals caused by the ongoing backlog of land use applications, government labor shortages and the pandemic.
+Added: Consequently, there can be no assurance that the Company will be able to meet our formal stated deadline of December 2024.
Assuming the process of seeking entitlements and selling assets is completed by December 31, 2024 and giving effect to the estimated cash flows from the operation of our existing properties, we expect that Gyrodyne will have a cash balance on December 31, 2024 of approximately $30.03 million, prior to any future special distributions based on the estimate of net assets in liquidation presented in our Consolidated Statements of Net Assets.
−Removed: Such cash would equate to future distributions of $20.14 per share based on Gyrodyne having 1,482,680 common shares outstanding.
−Removed: These estimated distributions are based on values as of June 30, 2023 and include some but not all of the potential value that may be derived from the entitlement efforts.
−Removed: The Consolidated Statements of Net Assets are based on certain estimates. 
+Added: Such cash would equate to future distributions of $20.25 per share based on Gyrodyne having 1,482,680 common shares outstanding (see Subsequent Events).
+Added: These estimated distributions are based on values as of September 30, 2023 and include some but not all of the potential value that may be derived from the entitlement efforts.
+Added: The Consolidated Statements of Net Assets are based on certain estimates.
Uncertainties as to the precise value of our non-cash assets, which include some but not all of the estimated potential additional value from the efforts to maximize value of Flowerfield and Cortlandt Manor and the ultimate amount of our liabilities make it impracticable to predict the aggregate net value ultimately distributable to shareholders in a liquidation.
Land entitlement costs, claims, liabilities and expenses from operations, including operating costs, salaries, real estate taxes, payroll and local taxes, legal, accounting and consulting fees and miscellaneous office expenses, will continue to be incurred during our process of seeking entitlements and selling assets, which includes certain enhancement efforts.
−Removed: Such expenses will reduce the amount of assets available for ultimate distribution to shareholders, and, while a precise estimate of those expenses cannot currently be made, management and our Board believe that available cash (including proceeds received under our credit facilities) and amounts received on the sale of assets will be adequate to provide for our obligations, liabilities, expenses and claims (including contingent liabilities).
−Removed: Nevertheless, the Company is considering seeking supplemental funding in the form of a new credit facility, a pro-rata rights offering or other appropriate funding mechanism to fortify our cash position to ensure we are operating through a position of strength through the duration of the liquidation to negotiate and enforce purchase agreements and defend our property rights in the Article 78 Proceeding and in any other such proceeding that may arise. 
+Added: Such expenses, if beyond our estimates, will reduce the amount of assets available for ultimate distribution to shareholders, and, while a precise estimate of those expenses cannot currently be made, management and our Board believe that available cash (including proceeds received under our credit facilities) and amounts received on the sale of assets will be adequate to provide for our obligations, liabilities, expenses and claims (including contingent liabilities).
+Added: Nevertheless, the Company is considering seeking supplemental funding to fortify our cash position to ensure we are operating through a position of strength through the duration of the liquidation to negotiate and enforce purchase agreements and defend our property rights in the Article 78 Proceeding and in any other such proceeding that may arise.
However, no assurances can be given that available cash and amounts received on the sale of assets will be adequate to provide for our obligations, liabilities, expenses and claims and to make cash distributions to shareholders.
−Removed: If such available cash and amounts received on the sale of assets are not adequate to provide for our obligations, liabilities, expenses and claims, distributions of cash and other assets to our shareholders would be eliminated. 
+Added: If such available cash and amounts received on the sale of assets are not adequate to provide for our obligations, liabilities, expenses and claims, distributions of cash and other assets to our shareholders would be eliminated.
In the event our shareholders receive distributions from Gyrodyne and there are insufficient funds to pay any creditors who seek payment of claims against Gyrodyne, shareholders could be held liable for payments made to them and could be required to return all or a part of the distributions made to them.
1 unchanged sentence
The Company is pursuing entitlements to increase the development flexibility of its Flowerfield and Cortlandt Manor properties.
−Removed: During the six months ended June 30, 2023, the Company incurred approximately $342,000 of land entitlement costs, consisting primarily of engineering costs, legal fees and real estate taxes to support the Company’s respective entitlement efforts.
−Removed: We estimate that the Company may incur approximately $862,000 in additional land entitlement costs (approximately $105,000 of which Company vendors have informally agreed to defer until the first post subdivision property lot is sold) through December 31, 2024 in pursuit of entitlements (approximately $313,000 in Cortlandt Manor and $549,000 in Flowerfield).
+Added: During the nine months ended September 30, 2023, the Company incurred approximately $400,300 of land entitlement costs, consisting primarily of engineering costs, legal fees and real estate taxes to support the Company’s respective entitlement efforts.
+Added: We estimate that the Company may incur approximately $1,077,600 in additional land entitlement costs through December 31, 2024 in pursuit of entitlements (approximately $306,600 in Cortlandt Manor and $771,000 in Flowerfield).
The Company is focusing its resources on positioning the properties to be sold with all entitlements to achieve increased development flexibility in the shortest period of time with the least amount of risk to the Company.
23 unchanged sentences
Once designated, the parcels would be governed by the use, dimensional and other provisions of the MOD zoning regulations and MOD zoning would replace the existing zoning.
−Removed: While the MOD zoning had not been formally adopted, Gyrodyne is currently proposing a two-phase medical office campus with limited retail and has designed the site to function as part of a future "hamlet center”
+Added: While the MOD zoning had not been formally adopted, Gyrodyne was proposing a two-phase medical office campus with limited retail and has designed the site to function as part of a future "hamlet center”
with streetscape improvements.
1 unchanged sentence
In addition to the primary proposal noted above, an alternate mixed-use plan was submitted as part of the SEQRA process.
−Removed: The alternate mixed-use plan includes the following:
+Added: The alternate mixed-use plan included the following:
SUBDIVISION LOT #
25 unchanged sentences
On March 20, 2023, the Town of Cortlandt Town Board adopted the SEQRA Findings Statement and local law establishing the MOD designation for the property reflecting a total density of 154,000 square feet to be comprised of 150,000 square feet of medical use, inclusive of the existing medical office square footage but excluding non-rentable spaces, and 4,000 square feet of ancillary retail (lot lines and their respective density could change until formal subdivision occurs).
−Removed: The Company does not plan on developing the property but rather positioning the property to be sold with the MOD designation necessary for increased development flexibility in the shortest period of time with the least amount of risk to the Company.
−Removed: The Company believes, 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.
−Removed: The entitlement costs for the six months ended June 30, 2023 associated with the ownership and development of this property were approximately $50,700.
+Added: The Company does not plan on developing the property.
+Added: The Company believes, 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 in the fourth quarter of 2024.
+Added: The entitlement costs for the nine months ended September 30, 2023 associated with the ownership and development of this property were approximately $57,200.
Flowerfield .
9 unchanged sentences
On November 15, 2017, the Town of Smithtown Planning Board conducted a public hearing in which the Company presented its subdivision plan for the Flowerfield property.
−Removed: On April 11, 2018, the Planning Board determined that the subdivision plan may result in one or more significant environmental impacts which will require the preparation of an EIS.
+Added: On April 11, 2018, the Planning Board determined that the subdivision plan may result in one or more significant environmental impacts which will require the preparation of an EIS. 
As a result, at the April 11, 2018 Planning Board meeting, the Planning Board issued a SEQRA Positive Declaration, which was rescinded and re-issued by Planning Board Resolution dated May 9, 2018 that included a draft scope and a request for public comments on the scope (i.e., a public scoping process).
12 unchanged sentences
Following State DOT comments received July 31, 2020 and Town comments dated August 21, 2020, the Company filed a revised FEIS on September 16, 2020 and received new comments on October 16, 2020.
−Removed: The Company filed a revised FEIS on October 29, 2020.
+Added: The Company filed a revised FEIS on October 29, 2020. 
Upon addressing final Town comments received December 4, 2020, the Company filed its Final FEIS on December 9, 2020 reflecting an eight-lot subdivision.
8 unchanged sentences
Technical comments on the Final Subdivision Plans received from the Suffolk County Department of Health Services on April 28, 2023, Suffolk County Department of Public Works, New York State Department of Environmental Conservation on January 31, 2023, and New York State Department of Transportation on July 7, 2023 are being addressed and prepared for resubmission to each agency for their final review and approvals.
−Removed: The Final Subdivision application is being assembled for submission to the Town for review, pending minor comment responses for the Suffolk County Department of Health Services.
−Removed: Final Subdivision approval is expected in late 2023.
+Added: Final Subdivision approval is expected in mid-2024.
         
−Removed: The entitlement costs for the six months ended June 30, 2023 associated with the ownership and development of this property consisting of architectural and engineering costs, legal expenses, economic analysis, soil management and surveys were approximately $291,800.
+Added: The entitlement costs for the nine months ended September 30, 2023 associated with the ownership and development of this property consisting of architectural and engineering costs, legal expenses, economic analysis, soil management and surveys were approximately $343,000.
While we cannot predict the outcome of the subdivision application, we undertook to subdivide the Flowerfield property in a manner that we believed will result in increased development flexibility in the shortest amount of time and limited risk (i.e., included in our subdivision application is the separation of the existing industrial buildings into two separate lots which upon resolution of the Article 78 Proceeding and final subdivision approval will allow us to sell the two lots together or separately, without any site plan approval). 
1 unchanged sentence
The pandemic has negatively impacted demand for office (including medical office) and hotel development “on spec”. 
−Removed: The Company’s subdivision plan at Flowerfield will allow for any combination of the aforementioned uses and is marketing the undeveloped lots to reflect such flexibility.
+Added: The Company’s subdivision plan at Flowerfield will allow for any combination of the aforementioned uses.
Healthcare Industry
10 unchanged sentences
The following discussion is intended to provide shareholders with certain information regarding the impacts of the COVID-19 pandemic on the Company’s business and management’s efforts to respond to those impacts.
−Removed: Unless otherwise specified, the statistical and other information regarding the Company’s properties and tenants are estimates based on information currently available to the Company, may change, potentially significantly, going forward, and may not be indicative of the actual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the six months ended June 30, 2023 and future periods.
+Added: Unless otherwise specified, the statistical and other information regarding the Company’s properties and tenants are estimates based on information currently available to the Company, may change, potentially significantly, going forward, and may not be indicative of the actual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the nine months ended September 30, 2023 and future periods.
The COVID-19 pandemic has adversely impacted, and to a lesser degree is expected to continue to impact adversely, the timeliness of local government in granting required approvals.
4 unchanged sentences
The Company’s ability to operate seamlessly and limit any adverse impact on its forecasted net asset value will also depend, in part, on whether any of its key employees or key advisers are infected by the Coronavirus and become ill from COVID-19.
−Removed: Concurrently, the military conflict between Russian and Ukraine increased uncertainty during 2022 and 2023.
+Added: Concurrently, the war between Russia and Ukraine increased uncertainty during 2022 and 2023 with such uncertainty being exacerbated by the war between Israel and Hamas in Gaza and a threat of a border conflict.
Inflation has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a recession.
7 unchanged sentences
Our business, operations and timelines for pursuing entitlements, property sales and distributions of proceeds could be adversely affected by the Coronavirus pandemic ”, of our Annual Report for the year ended December 31, 2022.
−Removed: Transaction Summary for the Six-Months Ended June 30, 2023
−Removed: The following summarizes our significant transactions and other activity during the six-months ended June 30, 2023.
+Added: Transaction Summary for the Nine-Months Ended September 30, 2023
+Added: The following summarizes our significant transactions and other activity during the nine-months ended September 30, 2023.
Leasing Activity.
−Removed: During the six-months ended June 30, 2023, the Company executed 7 renewals comprising approximately 8,700 square feet, annual revenue of approximately $125,000 and total commitments of approximately $258,000.
−Removed: There were two terminations, both of which were of tenants renting land resulting in a loss of $8,960 of monthly rent.
+Added: During the nine-months ended September 30, 2023, the Company executed ten renewals comprising approximately 16,500 square feet, annual revenue of approximately $241,000 and total commitments of approximately $517,000.
+Added: There were three terminations, two of which were of tenants renting land resulting in a loss of $8,960 of monthly rent and one lease comprising approximately 1,500 square feet and approximately $99,000 in annual revenue.
There were also four expansions comprising approximately 2,300 square feet, $40,000 in annual revenue and approximately $185,000 in total commitment.
Subsequent Business Events
−Removed: On July 28, 2023, Philip F.
−Removed: Palmedo, a director of the Company and its predecessor Gyrodyne Company of America, Inc.
−Removed: since 1996, retired from the Board for health reasons effective immediately.
−Removed: Also on July 28, 2023, the Board appointed Jan H.
−Removed: Loeb to the Board to fill the vacancy on the Board created by Mr.
−Removed: Palmedo’s resignation, and to serve in the class of directors up for election at the Annual Meeting.
−Removed: Loeb was appointed to the Board pursuant to the terms of a cooperation agreement dated July 26, 2023 among Leap Tide Capital Management LLC, Jan Loeb and the Company.
+Added: Restricted Stock Award Plan –
+Added: The Gyrodyne, LLC Restricted Stock Award Plan (the “Stock Plan”) was approved by the Board on September 5, 2023 and by the shareholders of the Company on October 12, 2023 and became effective on October 12, 2023.
+Added: Under the Stock Plan, the Company issued to the former director participants in the Retention Bonus Plan (the “Bonus Plan”), in exchange for the waiver and forfeiture of their Bonus Plan benefits, an aggregate of 91,628 Gyrodyne shares, subject to vesting, effective November 14, 2023.
+Added: The primary features of the Stock Plan are as follows:
+Added:  The purpose of the Stock Plan is to incentivize the former director participants in the Bonus Plan to exchange their interests in the Bonus Plan for shares in the Company issuable under the Stock Plan, which will allow for compensation plan separation between directors and employees and better alignment of interests between director participants and shareholders.
+Added:  Directors of the Company who were participants in the Bonus Plan are eligible to receive grants under the Stock Plan.
+Added: The eligible directors are Paul Lamb, Ronald Macklin, Nader Salour and Richard Smith.
+Added: All such individuals agreed to exchange their Bonus Plan benefits for shares under the Stock Plan, subject to shareholder approval of the Stock Plan.
+Added: Jan Loeb was not a participant in the Bonus Plan and is not be eligible to participate in the Stock Plan.
+Added: Maximum Shares Available:
+Added:  The total number of shares authorized for issuance under the Stock Plan is 91,628 shares, or approximately 5.8% of the common shares currently outstanding after giving effect to the issuance of the Stock Plan shares.
+Added: Administration:
+Added:  Pursuant to the terms of the Stock Plan, the Stock Plan will be administered and interpreted by a committee which will consist of either (i) the Board, or (ii) the President and at least two other directors appointed by the Board.
+Added: The committee will have full power and authority to administer and interpret the Stock Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Stock Plan and for the conduct of its business as it deems necessary or advisable, to waive requirements relating to formalities or other matters that do not modify the substance of rights of participants or constitute a material amendment of the Stock Plan, to correct any defect or supply any omission of the Stock Plan or any grant document and to reconcile any inconsistencies in the Stock Plan or any grant document.
+Added: Restricted Stock:
+Added:  Incentives under the Stock Plan consist of grants of restricted stock.
+Added: No shares issued under the Stock Plan, or any interest therein, will be transferrable by a participant, whether voluntarily or involuntarily, unless and until a liquidating distribution is made to the shareholders, except by will or by the laws of descent or distribution, and may not be subject to any voluntary or involuntary pledge, assignment, alienation, attachment, or similar encumbrance or transfer.
+Added: All shares issued in connection with a grant will be subject to the terms, conditions, and restrictions set forth in the Company’s articles of organization, amended and restated limited liability company agreement, or other governing documents of the Company, as amended.
+Added:  Vesting of shares issued under the Stock Plan occurs (i) in equal one-third tranches on each of the first three anniversaries of the grant date, and (ii) at such time as a liquidating distribution is made to the shareholders of the Company, subject to acceleration upon a liquidating distribution.
+Added: Unvested Stock Plan shares will be forfeited by a participant if such participant is no longer serving on the Board at or prior to such time that liquidating distributions are paid to the shareholders other than as a result of death, disability or failure to be reelected.
+Added:  The Board may amend, suspend or terminate the Stock Plan at any time, in its discretion, except that shareholder approval is required for any amendment that increases the number of shares available for grant, accelerates vesting or results in a material increase in benefits or a change in eligibility requirements.
+Added: The shares under the Stock Plan were distributed as follows in lieu of the director portion of the Bonus Plan of $2,702,285:
+Added: Shares of Restricted Stock
+Added: Ronald Macklin
+Added: Richard Smith
+Added: Inclusive of the issuance of the restricted shares in the Stock Plan, the September 30, 2023 estimated net assets in liquidation,  as reflected below, would be $32,730,822 or $20.79 per share based on 1,574,308 shares outstanding (current shares outstanding 1,482,680 plus the Stock Plan shares of 91,628).
+Added: Statement of Net Assets
+Added: Net Assets in Liquidation
+Added: Outstanding Shares
+Added: Net Assets Per Share
+Added: Net Assets in liquidation
+Added: Retention Bonus
+Added: Proforma Net Assets in Liquidation
Critical Accounting Policies
21 unchanged sentences
The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition.
+Added: In June 2022, Gyrodyne and the Town of Smithtown filed motions to dismiss the Petition.
+Added: During the third quarter, the Article 78 Proceeding was re-assigned to a different judge for the second time.
+Added: Our motion to dismiss the case made in June of 2022 has yet to be decided.
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.
4 unchanged sentences
Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, labor shortages and environmental concerns.
−Removed: Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in late 2023 for Flowerfield, and could be received for Cortlandt Manor by the middle of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision and site plan approval which the Company believes can be pursued simultaneously rather than sequentially). 
+Added: Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in late 2023 for Flowerfield, and could be received for Cortlandt Manor in the fourth quarter of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision and site plan approval which the Company believes can be pursued simultaneously rather than sequentially).
The Company believes that standard market terms for real property transactions in both Cortlandt Manor and the Town of Smithtown would include final subdivision approval, final unappealable site plan approval and the resolution of the Article 78 Proceeding as conditions to closing.
Based on the aforementioned factors, the Company believes the process of negotiating purchase agreements, securing final approvals and consummating the sale of our properties will culminate by year-end 2024.
−Removed: 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 our formal stated deadline of December 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, including without limitation the Article 78 Proceeding and delays in securing final regulatory approvals caused by the ongoing backlog of land use applications, government labor shortages and the pandemic.
+Added: Consequently, there can be no assurance that the Company will be able to meet 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, litigation fees, 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.
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Level 1 – observable inputs in an active market on or around the measurement date, Level 2 – observable inputs that are based on prices not quoted on active markets but corroborated by market data and Level 3 – unobservable inputs utilized when no other data is available.
−Removed: Estimated Distributions per Share  – Under the liquidation basis of accounting, the Company reports estimated distributions per share data by dividing net assets by the number of shares outstanding.  
−Removed: New accounting pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of June 30, 2023, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
+Added: Estimated Distributions per Share  – Under the liquidation basis of accounting, the Company reports estimated distributions per share data by dividing net assets by the number of shares outstanding. (See Note 17 – Subsequent Events). 
+Added: New accounting pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of September 30, 2023, and has concluded that they will not have a material impact on the Company’s consolidated financial statements since the Company reports on a liquidation basis.
Discussion of the Statements of Net Assets
−Removed: Net assets in liquidation on June 30, 2023 and December 31, 2022 would result in estimated liquidating distributions of $29,866,455 and $30,367,499, or approximately $20.14 and $20.48 per common share, respectively, based on 1,482,680 shares outstanding.
−Removed: The decrease of $501,044 or $0.34 per share is mainly attributable to fees and expenses responding to shareholder activism and addressing feedback from shareholders (see “Note 12, “Contingencies –
−Removed: Shareholder Nomination”, and Part II, Other Information, Item 1 –
−Removed: Legal Proceedings –
−Removed: Shareholder Nomination”) and professional fees relating to the Company’s efforts to finance its operations through the liquidation.
−Removed: The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on the June 30, 2023 cash balance of $3.1 million plus adjustments for the following items which are estimated through December 31, 2024:
+Added: Net assets as of September 30, 2023 and December 31, 2022 would result in estimated liquidating distributions of $30,028,537 and $30,367,499, or approximately $20.25 and $20.48 per common share, respectively, based on 1,482,680 shares outstanding (see Subsequent Events).
+Added: The decrease of $338,962 or $0.23 per share is mainly attributable to fees and expenses responding to and resolving shareholder activism concerns and addressing feedback from shareholders (see “Note 12, “Contingencies –
+Added: Shareholder Nomination”) and professional fees relating to the Company’s efforts to finance its operations through the liquidation offset by a reduction in the Retention Bonus Plan benefits stemming from Amendment 5 of the Retention Bonus Plan (See Note 11 –
+Added: Commitments).
+Added: The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on the September 30, 2023 cash balance of $2.68 million plus adjustments for the following items which are estimated through December 31, 2024:
The estimated cash receipts from the operation of the properties net of rental property related expenditures as well as costs expected to be incurred to preserve or improve the net realizable value of the property at their estimated gross sales proceeds.
11 unchanged sentences
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.
−Removed: The Company estimates that it will incur approximately $862,000 (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts) in land entitlement costs from July 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.
+Added: The Company estimates that it will incur approximately $1,077,600 (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts) in land entitlement costs from October 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.
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.
−Removed: During the six-months ended June 30, 2023, the Company incurred approximately $342,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
−Removed: The Company believes the remaining balance of $862,000 (inclusive of real estate taxes of $218,000 and regulatory fees of $363,500) will be incurred from July 2023 through the end of the liquidation period, approximately $105,000 of which is subject to the informal deferral agreement by certain of our service providers until the first post subdivision property lot is sold.
+Added: During the nine-months ended September 30, 2023, the Company incurred approximately $400,300 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
+Added: The Company believes the remaining balance of $1,077,600 (inclusive of real estate taxes of $181,400 and regulatory fees of $373,500) will be incurred from October 2023 through the end of the liquidation period.
The Company does not intend to develop the properties but rather to commit resources to position the properties for sale in a timely manner with all entitlements necessary to achieve increased development flexibility.
2 unchanged sentences
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 June 30, 2023 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 September 30, 2023 includes some but not all of the potential value impact that may result from the land entitlement efforts.
There can be no assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.
−Removed: The net assets as of June 30, 2023 ($29,866,455) and December 31, 2022 ($30,367,499) results in estimated distributions of approximately $20.14 and $20.48, 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.
−Removed: Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated distributions as of June 30, 2023 and December 31, 2022 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
+Added: The net assets as of September 30, 2023 ($30,028,537) and December 31, 2022 ($30,367,499) results in estimated distributions of approximately $20.25 and $20.48, respectively, per common share (based on 1,482,680 shares outstanding (see Subsequent Events)), 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 September 30, 2023 and December 31, 2022 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty.
The Company believes the land entitlement efforts will 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.
−Removed: The following table summarizes the estimates to arrive at the Net Assets in Liquidation as of June 30, 2023 (dollars are in millions).
−Removed: June 30, 2023 cash and cash equivalents balance
+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, 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: The following table summarizes the estimates to arrive at the Net Assets in Liquidation as of September 30, 2023 (dollars are in millions).
+Added: September 30, 2023 cash and cash equivalents balance
Principal payments on loan
11 unchanged sentences
Discussion of Changes in Net Assets
−Removed: Gyrodyne’s strategy is to enhance the value of Flowerfield and Cortlandt Manor, by pursuing various entitlement opportunities, which the Gyrodyne Board believes will improve the potential of obtaining better aggregate values for such properties as a whole. 
−Removed: The pursuit of the highest and best use of Flowerfield and Cortlandt Manor may involve other strategies to manage risk and or enhance the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders. 
−Removed: 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 pays distributions to holders of Gyrodyne common shares. 
−Removed: Therefore, the Company includes in its financial statements the Consolidated Statement of Changes in Net Assets for the six-months ended June 30, 2023 of which is discussed below:
+Added: Gyrodyne’s strategy is to enhance the value of Flowerfield and Cortlandt Manor, by pursuing various entitlement opportunities, which the Gyrodyne Board believes will improve the potential of obtaining better aggregate values for such properties as a whole.
+Added: The pursuit of the highest and best use of Flowerfield and Cortlandt Manor may involve 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 pays distributions to holders of Gyrodyne common shares.
+Added: Therefore, the Company includes in its financial statements the Consolidated Statement of Changes in Net Assets for the nine-months ended September 30, 2023 of which is discussed below:
Net assets in liquidation on January 1, 2023
−Removed: Changes in net assets in liquidation from January 1 through June 30, 2023:
+Added: Changes in net assets in liquidation from January 1 through September 30, 2023:
Change in liquidation value of real estate
1 unchanged sentence
Total decrease in net assets in liquidation
−Removed: Net assets in liquidation on June 30, 2023
+Added: Net assets in liquidation on September 30, 2023
Liquidity and Capital Resources
4 unchanged sentences
The process of accounting for liabilities, including those that are currently unknown or whose amounts are uncertain may involve difficult valuation decisions which could adversely impact the amount or timing of any future distributions.
−Removed: We generally finance our operations through cash on hand. 
−Removed: The Company is also considering seeking supplemental funding in the form of a new credit facility, a pro-rata rights offering or other appropriate funding mechanism to fortify our cash position to ensure we are operating through a position of strength through the duration of the liquidation to negotiate and enforce purchase agreements and defend our property rights in the Article 78 Proceeding and in any other such proceeding that may arise. 
−Removed: Certain of the Company’s major vendors have informally agreed to defer payment on 50% of their fees until the first subdivided lot is sold. 
+Added: We generally finance our operations through cash on hand.
+Added: The Company is also considering seeking supplemental funding to fortify our cash position to ensure we are operating through a position of strength through the duration of the liquidation to negotiate and enforce purchase agreements and defend our property rights in the Article 78 Proceeding and in any other such proceeding that may arise.
+Added: Certain of the Company’s major vendors have informally agreed to defer payment on 50% of their fees until the first subdivided lot is sold.
Additionally, on December 6, 2019, the Company’s Board of Directors approved the Gyrodyne, LLC Nonqualified Deferred Compensation Plan for Employees and Directors (the “DCP”) effective as of January 1, 2020.
2 unchanged sentences
All DCP benefits will be paid in a single lump sum cash payment on December 15, 2026, unless a Plan of Liquidation is established for Gyrodyne before the distribution date in which case all benefits will be paid in a single lump sum cash payment after execution of an amendment to terminate the DCP ( See Deferred Compensation Plan above) .
−Removed: As of June 30, 2023, the Company had cash and cash equivalents totaling approximately $3.1 million. 
−Removed: The Company anticipates that its current cash and cash equivalent balance will be adequate to fund its process of seeking entitlements and selling assets and subsequent dissolution. 
−Removed: Nevertheless, the Company is considering seeking supplemental funding in the form of a new credit facility, a pro-rata rights offering or other appropriate funding mechanism to fortify our cash position to ensure we are operating through a position of strength through the duration of the liquidation to negotiate and enforce purchase agreements and defend our property rights in the Article 78 Proceeding and in any other such proceeding that may arise .
−Removed: The $3.1 million of cash will be partially used to fund our efforts to generate the highest values for the Flowerfield and Cortlandt Manor properties while simultaneously pursuing the strategic sale of these properties. 
−Removed: The pursuit of the highest values for Flowerfield and Cortlandt Manor may involve other investments and or other strategies to manage risk and or enhance the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders. 
−Removed: The Company is estimating and reporting in the consolidated statements of net assets total gross cash proceeds from the sale of its assets of approximately $53.67 million. 
+Added: As of September 30, 2023, the Company had cash and cash equivalents totaling approximately $2.68 million.
+Added: The Company anticipates that its current cash and cash equivalent balance will be adequate to fund its process of seeking entitlements and selling assets and subsequent dissolution.
+Added: Nevertheless, the Company is considering seeking supplemental funding to fortify our cash position to ensure we are operating through a position of strength through the duration of the liquidation to negotiate and enforce purchase agreements and defend our property rights in the Article 78 Proceeding and in any other such proceeding that may arise .
+Added: The $2.68 million of cash will be partially used to fund our efforts to generate the highest values for the Flowerfield and Cortlandt Manor properties while simultaneously pursuing the strategic sale of these properties.
+Added: The pursuit of the highest values for Flowerfield and Cortlandt Manor may involve other investments and or other strategies to manage risk and or enhance the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders.
+Added: The Company is estimating and reporting in the consolidated statements of net assets total gross cash proceeds from the sale of its assets of approximately $53.67 million.
Based on the Company’s current cash balance and the above forecast, the Company estimates distributable cash stemming from the liquidation of the Company of approximately $30.03 million.
6 unchanged sentences
In addition, the Company has and will continue to review operating activities for possible cost reductions and additional capital/credit needs throughout the liquidation process.
−Removed: Major elements of the Company’s cashflows for the six-months ended June 30, 2023 were as follows:
+Added: Major elements of the Company’s cashflows for the nine-months ended September 30, 2023 were as follows:
Operating cashflows
9 unchanged sentences
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.