2 unchanged sentences
CONSOLIDATED STATEMENTS OF NET ASSETS
−Removed: AS OF SEPTEMBER 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023
+Added: AS OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024
(Liquidation Basis)
−Removed: September 30,
Real estate held for sale
13 unchanged sentences
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
−Removed: FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2024
+Added: FOR THE THREE-MONTHS ENDED MARCH 31, 2025
(Liquidation Basis)
1 unchanged sentence
Changes in assets and liabilities in liquidation:
−Removed: Change in liquidation value of real estate
−Removed: Issuance of common shares, net
Remeasurement of assets and liabilities
−Removed: Net decrease in liquidation value
−Removed: Net assets in liquidation, as of September 30, 2024
+Added: Net increase in liquidation value
+Added: Net assets in liquidation, as of March 31, 2025
See notes to consolidated financial statements
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (LIQUIDATION BASIS) FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2024 (unaudited)
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (LIQUIDATION BASIS) FOR THE THREE-MONTHS ENDED MARCH 31, 2025 (unaudited)
Strategic Overview
15 unchanged sentences
On November 12, 2024, the petitioners filed a notice of motion to renew and reargue, seeking to have the court direct the respondents to undertake a supplemental environmental impact statement to address retaining of storm water at the property being developed in light of a recent storm, and to annul the resolution approving the preliminary site plan.
+Added: On March 17, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the appellants motion to stay enforcement of the order, pending hearing and determination of appeal.
+Added: On March 21, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the Petitioners motion to renew and reargue.
+Added: On April 16, 2025 the Petitioners filed a notice of appeal seeking to appeal the March 17, 2025 order denying the appellants motion to stay enforcement of the order dismissing the Petition pending the appeal.
+Added: On April 28, 2025 the Petitioners perfected their appeal on the original Petition.
+Added: The Petitioners’ memorandum of law largely repeats their earlier position and arguments, which the Supreme Court previously found to be an insufficient basis for overturning the Planning Board’s determinations.
+Added: Gyrodyne will coordinate with the Town of Smithtown on promptly responding to the Petitioners’ appellate papers.
Pleadings filed in the Article 78 Proceeding may be accessed through a link (and related instructions) to the New York State Unified Court System which appears on the Company’s website at https://www.gyrodyne.com.
−Removed: An Article 78 Proceeding could take up to two years or more to run its course given the likelihood of appeals and other motions.
−Removed: Nevertheless, Gyrodyne remains confident in its defense of the appeal and the motion to renew and reargue.
−Removed: Due to the anticipated time it may take for the appeal and any other motions in the Article 78 Proceeding to be finally resolved.
−Removed: Gyrodyne believes that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties could extend into 2026, although there can be no assurance that Gyrodyne and the Town of Smithtown will be successful in the defense of the appeal and any other motions or that other factors beyond our control will not necessitate a further extension of the timeline.
−Removed: The developed portion, situated on two separate lots, may be sold together or separately upon the resolution of the Article 78 Proceeding and the filing of the final subdivision map without site plan approval.
−Removed: The foregoing extension of the estimated timeline assumes that Flowerfield is not sold until the culmination of the Article 78 Proceeding.
−Removed: Although Gyrodyne believes that selling individual lots will maximize value, it is also pursuing prospective purchasers who may be willing to purchase all of Flowerfield as an undivided parcel for terms that Gyrodyne finds more attractive from a timing and value perspective and which may allow for a sale before 2026.
+Added: Gyrodyne remains confident in its defense of the appeal, the motion to renew and reargue and the motion to appeal the denial of the Petitioners’ motion to stay enforcement of the order.
+Added: Gyrodyne believes that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties could extend into 2026, although there can be no assurance that Gyrodyne and the Town of Smithtown will be successful in the defense of the appeals and any other motions or that other factors beyond our control will not necessitate a further extension of the timeline.
+Added: The estimated timeline assumes that Flowerfield is not sold until the culmination of the Article 78 Proceeding.
+Added: Although Gyrodyne believes that selling individual lots will maximize value, it is also pursuing prospective purchasers who may be willing to purchase all of Flowerfield as an undivided parcel on terms that Gyrodyne finds more attractive from a timing and value perspective.
+Added: The developed portion of Flowerfield, situated on two separate lots, may be sold together or separately upon the resolution of the Article 78 Proceeding and the filing of the final subdivision map without site plan approval.
+Added: Cortlandt Manor
On March 20, 2023, the Town of Cortlandt Town Board adopted the SEQRA findings statement and approved local law establishing the Medical Oriented Zoning District (the “MOD”) which includes Gyrodyne’s Cortlandt Manor property.
Pursuant to the adopted MOD, Gyrodyne received designation for total density of 154,000 square feet to be comprised of 150,000 square feet of medical use and 4,000 square feet of retail use.
+Added: Timeline and Marketing Campaign
Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, zoning authority 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 early 2025 for Flowerfield, and could be received for Cortlandt Manor in mid-2025, 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 the third quarter of 2025 for Flowerfield, and could be received for Cortlandt Manor in mid-2026.
+Added: We anticipate that purchase agreements for Flowerfield or Cortlandt or any portions thereof will identify receipt of subdivision and site plan approval as conditions to closing 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.
−Removed: On January 5, 2024, Gyrodyne retained JLL Capital Markets to market the Company’s Flowerfield and Cortlandt Manor properties.
+Added: On January 5, 2024, Gyrodyne retained JLL Capital Markets (“JLL”) to market the Company’s Flowerfield and Cortlandt Manor properties.
+Added: JLL has been conducting a national marketing campaign on the Company’s behalf with the goal of identifying viable prospective buyers for our remaining properties and generating maximum net asset value for Gyrodyne’s shareholders.
Gyrodyne is a limited liability company formed under the laws of the State of New York whose primary business is the management of, and the pursuit of entitlements on, a portfolio of medical office and industrial properties located in Suffolk (“Flowerfield”) and Westchester Counties (“Cortlandt Manor”), New York State.
8 unchanged sentences
Under Gyrodyne’s Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), such dissolution may be effected upon an election to dissolve the Company by the Board that is approved by the vote of holders of a majority of Gyrodyne common shares or, in the Board’s sole discretion and without any separate approval by the holders of Gyrodyne common shares, at any time the value of Gyrodyne’s assets, as determined by the Board in good faith, is less than $ 1,000,000 .
−Removed: The Company’s remaining real estate investments, each of which is held in a single asset limited liability company wholly owned by the Company, consist of:
+Added: The Company’s two remaining real estate properties, each of which is held in a single asset limited liability company wholly owned by the Company, consist of:
Cortlandt Manor:
4 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 nine-months ended September 30, 2024.
+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 three-months ended March 31, 2025.
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 believes the process of negotiating purchase agreements, securing final approvals and consummating the sale of our properties will culminate in 2026.
−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, including without limitation the Article 78 Proceeding and delays in securing final regulatory approvals caused by the ongoing backlog of land use applications, zoning authority labor shortages and environmental concerns.
−Removed: Consequently, there can be no assurance that the Company will be able to meet our formal stated deadline of 2026.
+Added: The Company is aggressively marketing its properties and intends to 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, zoning authority labor shortages and environmental concerns.
+Added: Consequently, there can be no assurance that the Company will be able to meet our formal stated target of 2026.
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 in 2026.
On an ongoing basis, Gyrodyne evaluates the estimates and assumptions that can have a significant impact on the reported net assets in liquidation and will update respective information accordingly for any costs and value associated with a change in the duration of the liquidation, as we cannot give any assurance on the timing of the ultimate sale of all the Company’s properties.
−Removed: Management Estimates – In preparing the consolidated financial statements in conformity with GAAP and the liquidation basis of accounting, management is required to make estimates and assumptions that affect the reported amounts of assets, including net assets in liquidation, and liabilities, and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of receipts and expenditures for the reporting period.
+Added: Management Estimates – In preparing the consolidated financial statements in conformity with U.S.
+Added: Generally Accepted Accounting Principles (“GAAP”) and the liquidation basis of accounting, management is required to make estimates and assumptions that affect the reported amounts of assets, including net assets in liquidation, and liabilities, and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of receipts and expenditures for the reporting period.
Actual results could differ from those estimates.
+Added: The real estate market is cyclical in nature.
+Added: Property values are affected by, among other things, the availability of capital, occupancy rates, rental rates, interest rates and inflation rates.
+Added: As a result, determining real estate values involves many assumptions.
+Added: Amounts ultimately realized may vary significantly from the net assets in liquidation values presented.
+Added: The Company’s most significant accounting estimate relates to the determination of the value of net assets in liquidation.
+Added: Fair Value of Real Estate - The Company also considers in its valuation estimates the receipt of any expressions of interest/letters from perspective buyers adjusted to reflect the Company’s best estimate of any contingent financial terms such as approved density and related site plans.
Cash equivalents - The Company considers all certificates of deposits, money market funds, treasury securities and other highly liquid debt instruments purchased with short-term maturities to be cash equivalents.
3 unchanged sentences
Estimated Distributions per Share – 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 September 30, 2024, 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: Industry Segments - Gyrodyne’s corporate strategy is to enhance the value of Flowerfield and Cortlandt Manor by pursuing entitlement opportunities to provide purchasers increased development flexibility, and by enhancing the value of our leases, and then selling our properties in an orderly manner at higher values.
+Added: The Company manages this strategy on an aggregated, single segment basis for purposes of assessing performance and making decisions (inclusive of capital allocation, leasing, entitlements and sales).
+Added: Therefore, the Company has only one reporting segment.
+Added: As reported, the Company is on a liquidation basis of accounting.
+Added: The detailed information regularly provided to the chief operating decision maker (“CODM”), the President and CEO, is reported in Note 5 in detail supporting the estimated liquidation and operating costs net of estimated receipts.
+Added: This information allows the CODM to manage and forecast any impact the operations have on the estimated real estate value and in the aggregate allows the CODM to calculate estimated distributions.
+Added: The net assets as of March 31, 2025 ($ 30,812,390 ) and December 31, 2024 ($ 30,596,313 ) results in estimated distributions of approximately $ 14.01 and $ 13.91 per common share, respectively, based on 2,199,308 shares outstanding.
+Added: New Accounting Pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of March 31, 2025, 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 September 30, 2024 and December 31, 2023 would result in estimated liquidating distributions of $ 30,520,272 and $ 30,721,034 , respectively, or approximately $ 13.88 and $ 19.51 per common share, respectively, based on 2,199,308 and 1,574,308 shares outstanding, respectively (see Note 12– Rights Offering).
−Removed: The decrease of $ 200,762 in estimated liquidating distributions is mainly attributable to the decrease in real estate value of $ 3,480,000 and the increased costs associated with the timeline extension of one year ($ 1,692,000 ) offset by the cash raised in the rights offering (net proceeds of $ 4,418,380 ) that closed on March 7, 2024 and other savings (approximately $ 530,000 inclusive of approximately $ 350,000 in savings directly attributable to the decreased real estate value).
−Removed: Approximately $ 3.39 per share of the reduction in net assets per share was driven by the issuance (stemming from the Rights Offering) of 625,000 shares at $ 8 per share (reflecting a discount of $ 8.12 per share to the proforma net assets in liquidation as of December 31, 2023).
−Removed: The cash balance at the end of the liquidation period (currently estimated to be in 2026, 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 2026:
+Added: Net assets as of March 31, 2025 and December 31, 2024 would result in estimated liquidating distributions of $ 30,812,390 and $ 30,596,313 , respectively, or approximately $ 14.01 and $ 13.91 per common share, respectively, based on 2,199,308 shares outstanding.
+Added: The increase of $ 216,077 in estimated liquidating distributions is mainly attributable to an increase in rental revenue of approximately $ 180,000 , a savings in rental expenses and general and administrative fees of approximately $ 16,000 and $ 67,000 , respectively, offset by additional land development fees of $ 50,000 .
+Added: The cash balance at the end of the liquidation period (currently estimated to be December 31, 2026, 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, 2026:
The estimated cash receipts from the operation of the Company’s properties net of rental property related expenditures as well as costs expected to be incurred to preserve or improve the net realizable value of the properties at their estimated gross sales proceeds.
3 unchanged sentences
Retention bonus amounts (see Note 11).
−Removed: Principal payments on the Company’s credit facilities.
+Added: Debt service on the Company’s credit facilities.
The Company estimates the net realizable value of its real estate assets by using income and market valuation techniques.
1 unchanged sentence
820, Fair Value Measurement.
+Added: The Company also considers in its valuation estimates the receipt of any credible expressions of interest/letters from perspective buyers adjusted to reflect the Company’s best estimate of any contingent financial terms such as approved density and related site plans.
The cash flow models include estimated cash inflows and outflows over a specified holding period.
2 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) or other unfavorable or favorable variances of the aforementioned assumptions, the estimated net realizable value of its real estate assets could be overstated or understated.
−Removed: The Company estimates that it will incur approximately $ 1,251,000 in land entitlement costs (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, (see Note 5)) from October 2024 through the end of the liquidation period, currently estimated to conclude in 2026, in an effort to obtain entitlements, including special permits.
+Added: The Company estimates that it will incur approximately $ 1,212,000 in land entitlement costs (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, (see Note 5)) from April 2025 through the end of the liquidation period, currently estimated to conclude in 2026, 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 nine months ended September 30, 2024, the Company incurred approximately $ 318,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
−Removed: The Company believes the remaining balance of $ 1,251,000 (inclusive of real estate taxes of $ 307,000 and regulatory fees of $ 395,000 ) will be incurred from October 2024 through the end of the liquidation period.
+Added: During the three months ended March 31, 2025, the Company incurred approximately $ 76,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
+Added: The Company believes the remaining balance of $ 1,212,000 (inclusive of real estate taxes of $ 253,000 and regulatory fees of $ 408,000 ) will be incurred from April 2025 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 September 30, 2024 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 September 30, 2024 ($ 30,520,272 ) and December 31, 2023 ($ 30,721,034 ) results in estimated distributions of approximately $ 13.88 and $ 19.51 per common share, respectively, based on 2,199,308 and 1,574,308 shares outstanding, respectively (see Note 12– Rights Offering), based on estimates and other indications of sales value.
+Added: The net assets as of March 31, 2025 ($ 30,812,390 ) and December 31, 2024 ($ 30,596,313 ) results in estimated distributions of approximately $ 14.01 and $ 13.91 per common share, respectively, based on 2,199,308 shares outstanding, based on estimates and other indications of sales value.
This estimate of distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation.
2 unchanged sentences
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 $ 11,156,220 , 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 $ 10,455,050 (inclusive of selling costs and retention bonuses aggregating approximately $ 6 million), 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, real estate commissions, 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, 2024 through September 30, 2024 is as follows:
+Added: The change in the liability for estimated costs in excess of estimated receipts during liquidation from January 1, 2025 through March 31, 2025 is as follows:
Expenditures/
1 unchanged sentence
Assets and Liabilities
−Removed: September 30,
+Added: March 31, 2025
Estimated rents and reimbursements
14 unchanged sentences
The loan will mature on April 30, 2028.
−Removed: The outstanding balance as of September 30, 2024 was $ 1,934,813 .
+Added: The outstanding balance as of March 31, 2025 was $ 1,892,592 .
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 September 30, 2024 was $ 2,647,918 .
+Added: The outstanding balance as of March 31, 2025 was $ 2,590,527 .
Both lines are secured by approximately 31.8 acres of the Flowerfield Industrial Park including the related buildings and leases.
8 unchanged sentences
The lender has the right, but not the obligation, to decline to extend the term of the Mortgage Loan if the loan to value ratio of the property is greater than seventy percent ( 70 %), or the property does not support a debt service coverage ratio (as calculated by the lender) of at least 1.3 to 1, in each case on the date the extension is exercised.
−Removed: GSD Cortlandt also is responsible for all fees and expenses associated with the extension including, but not limited to, the lender’s reasonable legal fees, an inspection fee in the amount of $ 150 , and a tax service fee.
The Mortgage Loan may be prepaid in whole or in part, at any time, provided the borrower (GSD Cortlandt) pays the bank with each prepayment a prepayment fee equal to (i) during the first loan year and, if applicable, the first loan year of the Extension Period, five percent of the amount of such prepayment;
6 unchanged sentences
On December 14, 2023, the FDIC transferred the Mortgage Loan to SIG CRE 2023 Venture LLC, which is now the holder of the 2021 Mortgage Loan.
−Removed: The outstanding balance as of September 30, 2024 was $ 4,683,145 .
+Added: The outstanding balance as of March 31, 2025 was $ 4,633,519 .
The 2021 Mortgage Loan is secured by the Cortlandt Manor property located at 1985 Crompond Road ( 5.01 acres).
3 unchanged sentences
The term of the 2023 Mortgage Loan is two years.
−Removed: Until the maturity date, the Mortgage Loan bears interest at a floating interest rate of 1.5 % per annum in excess of the Wall Street Prime Rate, with such interest only payable monthly.
−Removed: The loan may be prepaid, in whole or in part, at any time, without a prepayment fee.
+Added: Until the maturity date, the 2023 Mortgage Loan bears interest at a floating interest rate of 1.5 % per annum in excess of the Wall Street Prime Rate, with such interest only payable monthly, which may be prepaid, in whole or in part, at any time, without a prepayment fee.
The 2023 Mortgage Loan is secured by a first mortgage in the amount of $ 1,500,000 on the interests of GSD Cortlandt in 1989 Crompond Road and 1987 Crompond Road in Cortlandt Manor, New York, and the interests of Buttonwood in 206 Buttonwood Avenue and certain vacant land off of Buttonwood Road in Cortlandt Manor, New York.
−Removed: On February 1, 2024, an agreement was signed with one vendor who had previously agreed to defer 50 % of payment until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision.
−Removed: The agreement called for a $ 200,000 payment on outstanding invoices plus an interest payment on such invoices, interest to accrue monthly on the outstanding balance, agreement to pay all future invoices in full, and conversion of the remaining outstanding balance of $ 477,829 (balance due after the $ 200,000 payment) to a loan payable within 15 days of the sale of one of the Company’s properties.
−Removed: The loan will accrue interest at 0.75 % per month through 2024 and 1.0 % per month starting January 2025.
−Removed: The total debt payable mature as follows:
−Removed: Years Ending September 30,
+Added: On February 1, 2024, the Company entered into an agreement with one vendor which had previously agreed to defer 50 % of payment until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision.
+Added: The agreement calls for a $ 200,000 payment on outstanding invoices plus an interest payment on such invoices, interest to accrue monthly on the outstanding balance, agreement to pay all future invoices in full, and conversion of the remaining outstanding balance of $ 477,829 (balance due after the $ 200,000 payment) to a loan payable within 15 days of the sale of one of the Company’s properties.
+Added: The loan accrued interest at 0.75 % per month through 2024 and is accruing interest at 1.0 % per month starting January 2025.
+Added: The total debt payable matures as follows:
+Added: Years Ending March 31,
Accounts payable and Accrued Liabilities
1 unchanged sentence
Accrued Liabilities
−Removed: September 30, 2024
+Added: March 31, 2025
December 31, 2024
−Removed: September 30, 2024
+Added: March 31, 2025
December 31, 2024
1 unchanged sentence
Accrued liabilities
−Removed: Deferred accounts payable (a)
−Removed: Deferred Compensation to Directors (b)
−Removed: 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.
−Removed: In February 2024, an agreement was made with one vendor who previously agreed to defer 50 % of their fees to pay $ 200,000 and to convert the remaining balance of $ 477,829 to an interest-bearing loan (see Note 6 – Loans Payable).
+Added: Deferred accounts payable
+Added: Deferred Compensation
+Added: to Directors (a)
The director fees and interest accrued under the deferred Compensation Plan where most directors elected to defer 100 % of their fees for 2025, 2024, 2023, 2022, 2021 and 2020 excluding Jan Loeb who was nominated to the Board on July 28, 2023, and elected to a three-year term at the annual shareholder meeting on October 12, 2023.
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 September 30, 2024 and December 31, 2023, the Company had a zero balance in its allowance for doubtful accounts.
+Added: As of March 31, 2025 and December 31, 2024, 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 September 30, 2024 and December 31, 2023.
+Added: Management does not believe significant credit risk existed on March 31, 2025 and December 31, 2024.
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 nine months ended September 30, 2024 rental income from the Company’s three largest tenants represented approximately 26 %, 21 % and 9 % of total rental income.
−Removed: The three largest tenants by revenue as of September 30, 2024 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 three months ended March 31, 2025 rental income from the Company’s three largest tenants represented approximately 25 %, 22 % and 12 % of total rental income.
+Added: The three largest tenants by revenue as of March 31, 2025 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 September 30, 2024, other commitments and contingencies are summarized in the below table:
+Added: As of March 31, 2025, other commitments and contingencies are summarized in the below table:
Management employment agreements with bonus* and severance commitment contingencies
32 unchanged sentences
Early sale incentive :
−Removed: If any property is sold on or before September 30, 2024, the bonus pool for employee participants will be funded with an additional 1 % of net sale price.
+Added: If any property was sold on or before September 30, 2024, the bonus pool for employee participants would have been funded with an additional 1 % of net sale price.
Removal of price floor :
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.
−Removed: 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:
+Added: The following chart demonstrates how the bonus pool would have been or is distributable to named participants in the bonus plan for so long as they are directors or employees of the Company, both pre-Amendment No.
+Added: 5 and post-Amendment No.
Board Members/Employees
Amendment No.
−Removed: 5 RSP approved
Board Members(a)
−Removed: Board Discretionary Amount
+Added: Board Discretionary Amount (b)
Chief Executive Officer
Chief Operations Officer
−Removed: Officer Discretionary Amount (b)
−Removed: Other Employees
+Added: Officer Discretionary Amount (c)
15 % ( 18.75 %) for the Chairman and 10 % ( 12.5 %) for each of the other three remaining participant directors.
Jan Loeb (nominated to the Board on July 28, 2023 and elected to a three-year term on October 12, 2023) is not a participant in the Plan.
+Added: Amount forfeited upon departure of two directors, which would have been reallocated to the remaining directors pursuant to the Plan.
The officer discretionary amount will be allocated to the officers within the discretion of the Board.
−Removed: Under the Plan, there were no payments made during the nine months ended September 30, 2024.
+Added: Other employees will receive 0.75 % prior to amendment 5 or 2.143 % after amendment No.
+Added: 5 and the approval of the restricted stock plan.
+Added: The remaining 3.10 % (prior to amendment 5) or 8.857 % (after amendment 5) will be allocated to officers and employees within the discretion of the Board.
+Added: Under the Plan, there were no payments made during the three months ended March 31, 2025.
Restricted Stock Award Plan – 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.
27 unchanged sentences
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 %.
−Removed: 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.
+Added: All DCP benefits will be paid in a single lump sum cash payment on December 15, 2031(pursuant to Amendment No.
+Added: 1 to the DCP dated January 30, 2025), 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.
Each of the Directors elected (under the DCP) to defer 100 % of their director fees for 2020, 2021, 2022, 2023 and 2024 excluding Jan Loeb who was nominated to the Board on July 28, 2023 and elected to a three-year term at the annual shareholder meeting on October 12, 2023.
−Removed: Rights Offering
−Removed: The Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “Commission”) on December 29, 2023 with respect to a proposed rights offering (the “Rights Offering”) for the Company to distribute to holders of Gyrodyne’s common shares on the record date of January 29, 2024 one non-transferable subscription right for each five shares held.
−Removed: Each whole subscription right gave the shareholders the opportunity to purchase two of the Company’s common shares for $ 8.00 per share, or 625,000 shares in the aggregate.
−Removed: If a shareholder exercised his or her basic subscription right in full, and other shareholders did not, such shareholder was entitled to an oversubscription privilege to purchase a portion of the unsubscribed shares at the subscription price, subject to proration and certain limitations.
−Removed: The maximum dollar amount the Company sought to raise in the Rights Offering was $ 5 million in aggregate gross proceeds.
−Removed: The Commission declared the registration statement effective on February 2, 2024 and the Company commenced the Rights Offering on February 6, 2024.
−Removed: The Rights Offering closed on March 7, 2024 and the Company announced on March 11, 2024 that it received subscriptions for 1,031,640 shares, greatly exceeding the maximum shares offered of 625,000 .
−Removed: Shareholders were allocated 100 % of their basic subscriptions.
−Removed: Based on the maximum 625,000 shares that were issuable in the rights offering, 271,836 shares were allocated to shareholders who properly exercised their oversubscription privilege, pro rata in proportion to the aggregate number of shares subscribed for under the over-subscription privilege, or approximately 40 % of each over-subscriber’s requested shares.
−Removed: The rights offering resulted in 625,000 common shares issued on March 12, 2024 and net proceeds received (after expenses) of approximately $ 4,400,000 (gross proceeds of $ 5,000,000 less direct expenses of the rights offering of approximately $ 600,000 ).
−Removed: The Company expects to use the net proceeds received from the Rights Offering to complete the pursuit of entitlements on the Company’s Flowerfield and Cortlandt Manor properties, for litigation fees and expenses in the Article 78 proceeding, for property purchase agreement negotiation and enforcement, for necessary capital improvements in the Company’s real estate portfolio, and for general working capital.
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 September 30, 2024 and December 31, 2023, the value of the remaining unsold properties exceeded the respective 2014 appraised values.
+Added: As of March 31, 2025 and December 31, 2024, the value of the remaining unsold properties exceeded the respective 2014 appraised values.
Article 78 Proceeding –
13 unchanged sentences
On November 12, 2024, the petitioners filed a notice of motion to renew and reargue, seeking to have the court direct the respondents to undertake a supplemental environmental impact statement to address retaining of storm water at the property being developed in light of a recent storm, and to annul the resolution approving the preliminary site plan.
+Added: On March 17, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the appellants motion to stay enforcement of the order pending hearing and determination of appeal.
+Added: On March 21, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the Petitioners motion to renew and reargue.
+Added: On April 16, 2025 the Petitioners filed a notice of appeal seeking to appeal the March 17, 2025 order denying the appellants motion to stay enforcement of the order dismissing the Petition pending the appeal.
+Added: On April 28, 2025 the Petitioners perfected their appeal on the original Petition.
+Added: The Petitioners’ memorandum of law largely repeats their earlier position and arguments, which the Supreme Court previously found to be an insufficient basis for overturning the Planning Board’s determinations.
+Added: Gyrodyne will coordinate with the Town of Smithtown on promptly responding to the Petitioners’ appellate papers.
Pleadings filed in the Article 78 Proceeding may be accessed through a link (and related instructions) to the New York State Unified Court System which appears on the Company’s website at https://www.gyrodyne.com.
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.
−Removed: The Company reports its financial statements under the liquidation basis of accounting which reflects real estate value at net realizable value (predicated on current asset values).
−Removed: As of September 30, 2024, the Company determined to reduce the net realizable value of our real estate held for sale by $ 3,480,000 , from $ 53,780,000 as of June 30, 2024 to $ 50,300,000 .
−Removed: The Company estimates the net realizable value of its real estate assets by using income and market valuation techniques.
−Removed: The decrease in net realizable value was primarily driven by the current status of entitlement uses and market conditions.
Fair Value of Financial Instruments
14 unchanged sentences
The Company may estimate net realizable values using market information such as broker opinions of value, appraisals, and recent sales data for similar assets or discounted cash flow models, which primarily rely on Level 3 inputs.
+Added: The Company also considers in its valuation estimates the receipt of any expressions of interest/letters from perspective buyers adjusted to reflect the Company’s best estimate of any contingent financial terms such as approved density and related site plans.
The cash flow models include estimated cash inflows and outflows over a specified holding period.
3 unchanged sentences
Pandemic and Macroeconomics
−Removed: The COVID-19 pandemic was a significant factor in prolonging the entitlement process, as state and local staff charged with processing our subdivision applications all postponed activity due to work from home transitions.
−Removed: The pandemic has also resulted in a significant shift toward commercial acceptance of remote working and telemedicine which has adversely impacted our occupancy rate and average rate per square foot.
−Removed: Due to increased inflation, the U.S.
−Removed: Federal Reserve raised the benchmark federal funds rate a total of four times in 2023.
−Removed: In response, market interest rates have increased significantly during this time.
−Removed: In September 2024, the Federal Reserve cut its benchmark federal funds rate by 50 basis points to a range of 4.75% - 5.0%, the first cut in interest rates since the Federal Reserve's emergency response to the outbreak of COVID-19 in March 2020.
−Removed: On November 7, 2024, the Federal Reserve cut its benchmark interest rate by an additional 25 basis points.
+Added: 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.
+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 residual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the three months ended March 31, 2025 and future periods.
+Added: The COVID-19 pandemic has also adversely impacted, and may continue to impact adversely, the timeliness of local government in granting required approvals, as state and local staff charged with processing our subdivision applications all postponed activity due to work-from-home transitions.
+Added: Accordingly, COVID-19 has caused, and may continue to cause, the completion of important stages in our efforts to secure entitlements to be delayed.
+Added: The pandemic has also resulted in a significant shift toward commercial acceptance of remote working and telemedicine which may adversely impact our occupancy rate and average rate per square foot, although medical office has faced less of a challenge from work-from-home shifts.
+Added: We are affected by the fiscal and monetary policies of the United States Government and its agencies, including the policies of the Federal Reserve, which regulates the supply of money and credit in the United States.
+Added: The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue) have contributed to continued weakness in commercial real estate markets, including in those real estate markets in which we operate.
+Added: Changes in fiscal and monetary policies are beyond our control and are difficult to predict.
+Added: Although the Federal Reserve decreased the federal funds rate multiple times in 2024, the rate continues to be elevated and there can be no assurance that the rate will continue to decrease or that it will not be increased in 2025 and beyond.
+Added: At its most recent meeting in March 2025, the Federal Open Market Committee of the Federal Reserve opted to keep rates steady, citing persistent inflation risks and economic uncertainties, including the impact of new import tariffs.
+Added: While lower market rates and increased capital markets liquidity supports commercial real estate property transactions and values, regulated lending institutions are adjusting their business models to increase capital requirements for direct loans to real estate and thus continue to be constrained in providing capital for commercial real estate properties.
+Added: Changes in the federal funds rate as well as the other policies of the Federal Reserve affect interest rates, which have a significant impact on our financial condition.
The extent of the continuing impact of these public health and macroeconomic risks on the Company's operational and financial performance and ultimately its Net Asset Value, will depend on current and future developments, including the residual effects of the COVID-19 pandemic and the extent to which persistently high interest rates continue to have an adverse impact on the real estate industry or have a recessionary effect generally.
7 unchanged sentences
April 2022-Dec 2027
−Removed: During the nine months ended September 30, 2024, the Company received rental revenue of $ 40,620 from the aforementioned lease.
+Added: During the three months ended March 31, 2025, the Company received rental revenue of $ 13,946 from the aforementioned lease.
The independent members of the Board of the Company approved the leasing transaction described above.
3 unchanged sentences
References to “common shares” 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 nine-months ended September 30, 2024.
+Added: References herein to our Quarterly Report are to this Quarterly Report on Form 10-Q for the three-months ended March 31, 2025.
Cautionary Statements Concerning Forward – Looking Statements
1 unchanged sentence
These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.
−Removed: Such risks and uncertainties include, but are not limited to, risks and uncertainties generally 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, continuing risks related to the 2023 banking crisis and closure of two major banks (including one with whom we indirectly had a mortgage loan which the FDIC transferred in December 2023 to a new holder following the banks closure), regulatory enforcement, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the potential residual effects of the COVID-19 pandemic, ongoing inflation risk, ongoing interest rate uncertainty, recession uncertainty and supply chain constraints or disruptions and other risks detailed from time to time in the Company’s SEC reports.
+Added: Such risks and uncertainties include, but are not limited to, risks and uncertainties generally 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, risks relating to our national marketing campaign led by JLL for the sale of our Flowerfield and Cortlandt Manor properties, community activism risk, proxy contests and other actions of activist shareholders, regulatory enforcement risk, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the potential residual effects of the COVID-19 pandemic, lingering risks relating to the 2023 banking crisis and closure of two major banks (including one with whom we indirectly had a mortgage loan which the FDIC transferred in December 2023 to a new holder following the banks closure), ongoing inflation risk, ongoing interest rate uncertainty, recession uncertainty and supply chain constraints or disruptions and other risks detailed from time to time in the Company’s SEC reports.
These and other matters the Company discuss in this Report, or in the documents it incorporates by reference into this Report, may cause actual results to differ from those the Company describes.
8 unchanged sentences
Gyrodyne’s corporate strategy is to enhance the value of Flowerfield and Cortlandt Manor by pursuing entitlement opportunities to provide purchasers increased development flexibility, and by enhancing the value of our leases.
−Removed: The Board believes the aforementioned 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 September 30, 2024 and December 31, 2023 includes some, but not all of the potential value impact that may result from such value enhancement efforts.
+Added: The Board and Management believe the aforementioned strategy will increase the aggregate value for such properties as a whole.
+Added: The value of the real estate reported in the consolidated statement of net assets as of March 31, 2025 and December 31, 2024 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.
7 unchanged sentences
We remain committed to (1) enhancing the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders, (2) completing the disposition of our assets, (3) making timely distributions to our shareholders, (4) managing capital and liquidity, (5) mitigating risks relating to interest rates and real estate cycles and (6) completing the liquidation of the Company.
−Removed: The Company’s remaining real estate investments, each of which is held in a single asset limited liability company wholly owned by the Company, consist of:
+Added: The Company’s two remaining real estate properties, each of which is held in a single asset limited liability company wholly owned by the Company, consist of:
Cortlandt Manor:13.8 acres in Cortlandt Manor, New York, consisting of the 31,000 square foot Cortlandt Manor Medical Center;
14 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 September 30, 2024 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 March 31, 2025 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.
17 unchanged sentences
On October 28, 2024, the Company received a notice of appeal filed by the petitioners in this proceeding seeking to appeal the court’s dismissal of the Article 78 petition, citing as grounds for appeal “whether the court erred in denying the petition and dismissed the Article 78 proceeding, and any and all other issues which may arise upon further review of the record on appeal”.
−Removed: On November 12, 2024, the petitioners filed a notice of motion to renew and reargue, seeking to have the court direct the respondents to undertake a supplemental environmental impact statement to address retaining of storm water at the property being developed in light of a recent storm, and to annul the resolution approving the preliminary site plan.
−Removed: Pleadings filed in the Article 78 Proceeding may be accessed through a link (and related instructions) to the New York State Unified Court System which appears on the Company’s website at https://www.gyrodyne.com.
−Removed: An Article 78 Proceeding could take up to two years or more to run its course given the likelihood of appeals and other motions.
−Removed: Nevertheless, Gyrodyne remains confident in its defense of the appeal and the motion to renew and reargue.
−Removed: Due to the anticipated time it may take for the appeal and any other motions in the Article 78 Proceeding to be finally resolved.
+Added: On November 12, 2024, the petitioners filed a notice of motion to renew and reargue, seeking to have the court direct the respondents
+Added: to undertake a supplemental environmental impact statement to address retaining of storm water at the property being developed in light of a recent storm, and to annul the resolution approving the preliminary site plan.
+Added: On March 17, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the appellants motion to stay enforcement of the order, pending hearing and determination of appeal.
+Added: On March 21, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the Petitioners motion to renew and reargue.
+Added: On April 16, 2025 the Petitioners filed a notice of appeal seeking to appeal the March 17, 2025 order denying the appellants motion to stay enforcement of the order dismissing the Petition pending the appeal.
+Added: On April 28, 2025 the Petitioners perfected their appeal on the original Petition.
+Added: The Petitioners’ memorandum of law largely repeats their earlier position and arguments, which the Supreme Court previously found to be an insufficient basis for overturning the Planning Board’s determinations.
+Added: Gyrodyne will coordinate with the Town of Smithtown on promptly responding to the Petitioners’ appellate papers.
+Added: Pleadings filed in the Article 78 Proceeding may be accessed through a link (and related instructions) to the New York State Unified
+Added: Court System which appears on the Company’s website at https://www.gyrodyne.com.
+Added: Gyrodyne remains confident in its defense of the appeal, the motion to renew and reargue and the motion to appeal the denial of the Petitioners’ motion to stay enforcement of the order.
Gyrodyne believes that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties could extend into 2026, although there can be no assurance that Gyrodyne and the Town of Smithtown will be successful in the defense of the appeal and any other motions or that other factors beyond our control will not necessitate a further extension of the timeline.
−Removed: The developed portion, situated on two separate lots, may be sold together or separately upon the resolution of the Article 78 Proceeding and the filing of the final subdivision map without site plan approval.
−Removed: The foregoing extension of the estimated timeline assumes that Flowerfield is not sold until the culmination of the Article 78 Proceeding.
−Removed: Although Gyrodyne believes that selling individual lots will maximize value, it is also pursuing prospective purchasers who may be willing to purchase all of Flowerfield as an undivided parcel for terms that Gyrodyne finds more attractive from a timing and value perspective and which may allow for a sale before 2026.
+Added: The estimated timeline assumes that Flowerfield is not sold until the culmination of the Article 78 Proceeding.
+Added: Although Gyrodyne believes that selling individual lots will maximize value, it is also pursuing prospective purchasers who may be willing to purchase all of Flowerfield as an undivided parcel on terms that Gyrodyne finds more attractive from a timing and value perspective.
+Added: The developed portion of Flowerfield, situated on two separate lots, may be sold together or separately upon the resolution of the Article 78 Proceeding and the filing of the final subdivision map without site plan approval.
On March 20, 2023, the Town of Cortlandt Town Board adopted the SEQRA findings statement and approved local law establishing the Medical Oriented Zoning District (the “MOD”) which includes Gyrodyne’s Cortlandt Manor property.
1 unchanged sentence
Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, zoning authority 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 early 2025 for Flowerfield, and could be received for Cortlandt Manor in mid-2025, 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 the third quarter of 2025 for Flowerfield, and could be received for Cortlandt Manor in mid-2026.
+Added: We anticipate that purchase agreements for Flowerfield or Cortlandt or any portions thereof will identify receipt of subdivision and site plan approval as conditions to closing 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 in 2026.
−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, including without limitation the Article 78 Proceeding and delays in securing final regulatory approvals caused by the ongoing backlog of land use applications, zoning authority labor shortages and environmental concerns.
−Removed: Consequently, there can be no assurance that the Company will be able to meet our formal stated deadline of 2026.
+Added: The Company is aggressively marketing its properties and intend to 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, zoning authority labor shortages and environmental concerns.
+Added: Consequently, there can be no assurance that the Company will be able to meet our formal stated target of 2026.
Assuming the process of seeking entitlements and selling assets is completed in 2026 and giving effect to the estimated cash flows from the operation of our existing properties, we expect that Gyrodyne will have a cash balance of approximately $30.81 million, prior to any future special distributions based on the estimate of net assets in liquidation presented in our Consolidated Statements of Net Assets.
Such cash would equate to future distributions of $14.01 per share based on Gyrodyne having 2,199,308 common shares outstanding.
−Removed: These estimated distributions are based on values as of September 30, 2024 and include some but not all of the potential value that may be derived from the entitlement efforts.
+Added: These estimated distributions are based on values as of March 31, 2025 and include some but not all of the potential value that may be derived from the entitlement efforts.
The Consolidated Statements of Net Assets are based on certain estimates.
7 unchanged sentences
The Company is pursuing entitlements to increase the development flexibility of its Flowerfield and Cortlandt Manor properties.
−Removed: During the nine months ended September 30, 2024, the Company incurred approximately $318,000 of land entitlement costs, consisting primarily of engineering costs, legal fees and real estate taxes to support the Company’s respective entitlement efforts.
+Added: During the three months ended March 31, 2025, the Company incurred approximately $76,400 of land entitlement costs, consisting primarily of engineering costs, legal fees and real estate taxes to support the Company’s respective entitlement efforts.
We estimate that the Company may incur approximately $1,212,000 in additional land entitlement costs through 2026 in pursuit of entitlements.
2 unchanged sentences
During the process of pursuing such entitlements, the Company may entertain offers from potential buyers who may be willing to pay prices for the properties on an “as is basis” that the Company finds more attractive from a timing or value perspective than values we believe may be reasonably achievable through completing the entitlement process ourselves.
−Removed: On January 5, 2024, Gyrodyne retained JLL Capital Markets to market the Company’s Flowerfield and Cortlandt Manor properties.
+Added: On January 5, 2024, Gyrodyne retained JLL Capital Markets (“JLL”) to market the Company’s Flowerfield and Cortlandt Manor properties.
+Added: JLL has been conducting a national marketing campaign on the Company’s behalf with the goal of identifying viable prospective buyers for our remaining properties and generating maximum net asset value for Gyrodyne’s shareholders.
Cortlandt Manor .
54 unchanged sentences
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 mid-2026.
−Removed: The entitlement costs for the nine months ended September 30, 2024 associated with the ownership and development of this property were approximately $33,800.
+Added: The entitlement costs for the three months ended March 31, 2025 associated with the ownership and development of this property were approximately $15,300.
Flowerfield .
32 unchanged sentences
On September 20, 2021, the Town of Smithtown Conservation Board voted unanimously to recommend the Town of Smithtown Planning Board issue a SEQRA Negative Declaration, Determination of Non -Significance (an environmental Impact Statement is not necessary based on certain stated reasons and approve the Subdivision Application (eight lots inclusive of the lot for the proposed sewage treatment plant).
−Removed: On March 30, 2022, the Smithtown Planning Board voted four to zero with one abstentation to adopt the Findings Statement by resolution, closing SEQR and held a public hearing for the approval of the Preliminary Subdivision at the same meeting.
+Added: On March 30, 2022, the Smithtown Planning Board voted four to zero with one abstention to adopt the Findings Statement by resolution, closing SEQR and held a public hearing for the approval of the Preliminary Subdivision at the same meeting.
Approval of the Preliminary Subdivision was granted at that meeting.
−Removed: 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: Final Subdivision approval is expected in early 2025.
−Removed: The entitlement costs for the nine months ended September 30, 2024 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 $284,200.
+Added: Technical comments on the Final Subdivision Plans received from the Suffolk County Department of Health Services and Suffolk County Department of Public Works on March 10, 2025, New York State Department of Environmental Conservation Wetland Permit issued on October 28, 2024, and New York State Department of Transportation plans are being submitted for NYS 25A-Stony Brook Road in March 2025 (no prior design comments) and prepared for resubmission to each agency for their final review and approvals.
+Added: Final Subdivision approval is expected in the third quarter of 2025.
+Added: The entitlement costs for the three months ended March 31, 2025 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 $61,000.
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).
There can be no assurance, however, 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 pandemic has negatively impacted demand for office (including medical office) and hotel development “on spec”.
+Added: Furthermore, the residual effects of the pandemic continue to negatively impact demand for office (including medical office) as well as commercial office and hotel development “on spec”.
Healthcare Industry
3 unchanged sentences
The healthcare industry may experience a significant expansion of applicable federal, state or local laws and regulations, previously enacted or future healthcare reform, new interpretations of existing laws and regulations or changes in enforcement priorities, all of which could materially impact the business and operations of our tenants and therefore the marketability of our properties.
−Removed: Our tenants are subject to extensive federal, state, and local licensure laws, regulations and industry standards governing business operations, the physical plant and structure, patient rights and privacy and security of health information.
+Added: Our healthcare tenants are subject to extensive federal, state, and local licensure laws, regulations and industry standards governing business operations, the physical plant and structure, patient rights and privacy and security of health information.
Our tenants’ failure to comply with any of these laws could result in loss of licensure, denial of reimbursement, imposition of fines or other penalties, suspension or exclusion from the government sponsored Medicare and Medicaid programs, loss of accreditation or certification, or closure of the facility.
1 unchanged sentence
Our tenants may also face significant limits on the scope of services reimbursed and on reimbursement rates and fees, all of which could impact their ability to pay rent or other obligations to us.
+Added: Referral sources, including physicians and managed care organizations, may change their lists of hospitals or physicians to which they refer patients.
+Added: Competition and loss of referrals could adversely affect our tenants’ ability to make rental payments, which could adversely affect our rental revenues.
+Added: Any reduction in rental revenues resulting from the inability of our medical office buildings and our tenants to compete successfully may have an adverse effect on our business, financial condition and results of operations and our ability to make distributions to our shareholders.
Impact of Pandemic and Macroeconomics
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 residual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the nine months ended September 30, 2024 and future periods.
−Removed: The COVID-19 pandemic has adversely impacted, and may continue to impact adversely, the timeliness of local government in granting required approvals, as state and local staff charged with processing our subdivision applications all postponed activity due to work-from-home transitions.
+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 residual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the three months ended March 31, 2025 and future periods.
+Added: The COVID-19 pandemic has also adversely impacted, and may continue to impact adversely, the timeliness of local government in granting required approvals, as state and local staff charged with processing our subdivision applications all postponed activity due to work-from-home transitions.
Accordingly, COVID-19 has caused, and may continue to cause, the completion of important stages in our efforts to secure entitlements to be delayed.
−Removed: The pandemic has also resulted in a significant shift toward commercial acceptance of remote working and telemedicine which may adversely impact our occupancy rate and average rate per square foot.
−Removed: Due to increased inflation, the U.S.
−Removed: Federal Reserve raised the benchmark federal funds rate a total of four times in 2023.
−Removed: In response, market interest rates have increased significantly during this time.
−Removed: In September 2024, the Federal Reserve cut its benchmark federal funds rate by 50 basis points to a range of 4.75% - 5.0%, the first cut in interest rates since the Federal Reserve's emergency response to the outbreak of COVID-19 in March 2020.
−Removed: On November 7, 2024, the Federal Reserve cut its benchmark interest rate by an additional 25 basis points.
+Added: The pandemic has also resulted in a significant shift toward commercial acceptance of remote working and telemedicine which has adversely impacted our occupancy rate and average rate per square foot, although medical office has faced less of a challenge from work-from-home shifts.
+Added: Furthermore, the residual effects of the pandemic continue to negatively impact demand for real estate development projects “on spec”.
+Added: We are affected by the fiscal and monetary policies of the United States Government and its agencies, including the policies of the Federal Reserve, which regulates the supply of money and credit in the United States.
+Added: The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue) have contributed to continued weakness in commercial real estate markets, including in those real estate markets in which we operate.
+Added: Changes in fiscal and monetary policies are beyond our control and are difficult to predict.
+Added: Although the Federal Reserve decreased the federal funds rate multiple times in 2024, the rate continues to be elevated and there can be no assurance that the rate will continue to decrease or that it will not be increased in 2025 and beyond.
+Added: At its most recent meeting in March 2025, the Federal Open Market Committee of the Federal Reserve opted to keep rates steady, citing persistent inflation risks and economic uncertainties, including the impact of new import tariffs.
+Added: While lower market rates and increased capital markets liquidity supports commercial real estate property transactions and values, regulated lending institutions are adjusting their business models to increase capital requirements for direct loans to real estate and thus continue to be constrained in providing capital for commercial real estate properties.
+Added: Changes in the federal funds rate as well as the other policies of the Federal Reserve affect interest rates, which have a significant impact on our financial condition.
The extent of the continuing impact of these public health and macroeconomic risks on the Company's operational and financial performance and ultimately its Net Asset Value, will depend on current and future developments, including the residual effects of the COVID-19 pandemic and the extent to which persistently high interest rates continue to have an adverse impact on the real estate industry and a recessionary effect generally.
As a result of the foregoing developments, we are unable to determine what the ultimate impact will be on our timeline for seeking entitlements and selling properties, and ultimately on the amount of proceeds and distributions from those sales.
−Removed: Transaction Summary for the Nine-Months Ended September 30, 2024
−Removed: The following summarizes our significant transactions and other activity during the nine-months ended September 30, 2024.
−Removed: Rights Offering.
−Removed: The Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “Commission”) on December 29, 2023 with respect to a proposed rights offering (the “Rights Offering”) for the Company to distribute to holders of Gyrodyne’s common shares on the record date of January 29, 2024 one non-transferable subscription right for each five shares held.
−Removed: Each whole subscription right gave the shareholders the opportunity to purchase two of the Company’s common shares for $8.00 per share, or 625,000 shares in the aggregate.
−Removed: If a shareholder exercised his or her basic subscription right in full, and other shareholders did not, such shareholder was entitled to an oversubscription privilege to purchase a portion of the unsubscribed shares at the subscription price, subject to proration and certain limitations.
−Removed: The maximum dollar amount the Company sought to raise in the Rights Offering was $5 million in aggregate gross proceeds.
−Removed: The Commission declared the registration statement effective on February 2, 2024 and the Company commenced the Rights Offering on February 6, 2024.
−Removed: The Rights Offering closed on March 7, 2024 and the Company announced on March 11, 2024 that it received subscriptions for 1,031,640 shares, greatly exceeding the maximum shares offered of 625,000.
−Removed: Shareholders were allocated 100% of their basic subscriptions.
−Removed: Based on the maximum 625,000 shares that were issuable in the rights offering, 271,836 shares were allocated to shareholders who properly exercised their oversubscription privilege, pro rata in proportion to the aggregate number of shares subscribed for under the over-subscription privilege, or approximately 40% of each over-subscriber’s requested shares.
−Removed: The rights offering resulted in 625,000 common shares issued on March 12, 2024 and net proceeds received (after expenses) of approximately $4,400,000 (gross proceeds of $5,000,000 less direct expenses of the rights offering of approximately $600,000).
−Removed: The Company expects to use the net proceeds received from the Rights Offering to complete the pursuit of entitlements on the Company’s Flowerfield and Cortlandt Manor properties, for litigation fees and expenses in the Article 78 proceeding, for property purchase agreement negotiation and enforcement, for necessary capital improvements in the Company’s real estate portfolio, and for general working capital.
+Added: Transaction Summary for the Three-Months Ended March 31, 2025
+Added: The following summarizes our significant transactions and other activity during the three-months ended March 31, 2025.
Leasing Activity.
−Removed: During the nine-months ended September 30, 2024, the Company executed one new lease and six renewals comprising approximately 8,000 square feet, annual revenue of approximately $130,000 and total commitments of approximately $241,000.
−Removed: There were six terminations comprising approximately 7,900 square feet and approximately $76,500 in annual revenue.
−Removed: Loan Payable.
−Removed: On February 1, 2024, an agreement was signed with one vendor who had previously agreed to defer 50% of payment until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision.
−Removed: The agreement called for a $200,000 payment on outstanding invoices, plus an interest payment on such invoices, interest to be accrued on the outstanding balance, agreement to pay all future invoices in full, and conversion of the remaining outstanding balance of $477,829 (balance after the $200,000 payment) to a loan payable within 15 days of the sale of one of the Company’s properties.
−Removed: The loan will accrue interest at 0.75% per month through 2024 and 1.0% per month starting January 2025.
+Added: During the three-months ended March 31, 2025, the Company executed one new lease and two renewals comprising approximately 2,500 square feet, annual revenue of approximately $44,000 and total commitments of approximately $100,000.
+Added: There were five expansions comprising approximately 2,400 square feet and approximately $37,000 and $117,000 in annual revenue and total commitments, respectively.
Critical Accounting Policies
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These differences may be material.
−Removed: In particular, the estimates of our costs will vary with the length of time necessary to complete the plan of liquidation, which is currently anticipated to be completed in 2026.
+Added: In particular, the estimates of our costs will vary with the length of time necessary to complete the plan of liquidation, which is currently anticipated to be completed by December 31, 2026.
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 in 2026.
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Actual results could differ from those estimates.
−Removed: The most significant estimates are the estimates on the net realizable value from the sale of our real estate, the estimated costs/time to pursue entitlements, litigation fees and the related timeline to complete the liquidation.
+Added: The real estate market is cyclical in nature.
+Added: Property values are affected by, among other things, the availability of capital, occupancy rates, rental rates, interest rates and inflation rates.
+Added: As a result, determining real estate values involves many assumptions.
+Added: Amounts ultimately realized may vary significantly from the net assets in liquidation values presented.
+Added: The Company’s most significant accounting estimate relates to the determination of the value of net assets in liquidation.
+Added: Fair Value of Real Estate - The Company also considers in its valuation estimates the receipt of any expressions of interest/letters from perspective buyers adjusted to reflect the Company’s best estimate of any contingent financial terms such as approved density and related site plans.
Fair Value Measurements – The Company believes the concepts for determining net realizable value are consistent with the guidance for measuring fair value.
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Estimated Distributions per Share – Under the liquidation basis of accounting, the Company reports estimated distributions per share data by dividing net assets by the number of shares outstanding.
−Removed: New accounting pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of September 30, 2024, 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: Industry Segments - Gyrodyne’s corporate strategy is to enhance the value of Flowerfield and Cortlandt Manor by pursuing entitlement opportunities to provide purchasers increased development flexibility, and by enhancing the value of our leases, and then selling our properties in an orderly manner at higher values.
+Added: The Company manages this strategy on an aggregated, single segment basis for purposes of assessing performance and making decisions (inclusive of capital allocation, leasing, entitlements and sales).
+Added: Therefore, the Company has only one reporting segment.
+Added: As reported in Note 3, the Company is on a liquidation basis of accounting.
+Added: The detailed information regularly provided to the chief operating decision maker (“CODM”), President and CEO, is reported in Note 4 in detail supporting the estimated liquidation and operating costs net of estimated receipts.
+Added: This information allows the CODM to manage and forecast any impact the operations have on the estimated real estate value and in the aggregate allows the CODM to calculate estimated distributions.
+Added: The net assets as of March 31, 2025 ($30,812,390) and December 31, 2024 ($30,596,313) results in estimated distributions of approximately $14.01 and $13.91 per common share, respectively, based on 2,199,308 shares outstanding, respectively.
+Added: New accounting pronouncements - Management has evaluated the impact of newly issued accounting pronouncements, whether effective or not as of March 31, 2025,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 as of September 30, 2024 and December 31, 2023 would result in estimated liquidating distributions of $30,520,272 and $30,721,034, respectively, or approximately $13.88 and $19.51 per common share, respectively, based on 2,199,308 and 1,574,308 shares outstanding, respectively (see Rights Offering under Transaction Summary above).
−Removed: The decrease of $200,762 in estimated liquidating distributions is mainly attributable to the decrease in real estate value of $3,480,000 and the costs associated with the timeline extension of one year ($1,692,000) offset by the cash received in the rights offering (net proceeds of $4,418,380) that closed on March 7, 2024 and other savings (approximately $530,000 inclusive of approximately $350,000 in savings directly attributable to the decreased real estate value).
−Removed: Approximately $3.39 per share of the reduction in net assets per share was driven by the issuance (stemming from the Rights Offering) of 625,000 shares at $8 per share (reflecting a discount of $8.12 per share to the proforma net assets in liquidation as of December 31, 2023).
−Removed: The cash balance at the end of the liquidation period (currently estimated to be in 2026, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on the September 30, 2024 cash balance of $6.7 million plus adjustments for the following items which are estimated through 2026:
+Added: Net assets as of March 31, 2025 and December 31, 2024 would result in estimated liquidating distributions of $30,812,390 and $30,596,313, respectively, or approximately $14.01 and $13.91 per common share, respectively, based on 2,199,308 shares outstanding.
+Added: The increase of $216,077 in estimated liquidating distributions is mainly attributable to an increase in rental revenue of approximately $181,000, a savings in rental expenses and general and administrative fees of approximately $16,000 and $67,000, respectively, offset by additional land development fees of $50,000.
+Added: The cash balance at the end of the liquidation period (currently estimated to be December 31, 2026, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on the March 31, 2025 cash balance of $5.79 million plus adjustments for the following items which are estimated through December 31,2026:
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.
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Retention bonus amounts.
−Removed: Principal payments on the Company’s credit facilities.
+Added: Debt service on the Company’s credit facilities.
The Company estimates the net realizable value of its real estate assets by using income and market valuation techniques.
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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) or other unfavorable or favorable variances of the aforementioned assumptions, the estimated net realizable value of its real estate assets could be overstated or understated.
−Removed: The Company estimates that it will incur approximately $1,251,000 in land entitlement costs (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts) from October 2024 through the end of the liquidation period, currently estimated to conclude in 2026, in an effort to obtain entitlements, including special permits.
+Added: The Company estimates that it will incur approximately $1,212,000 in land entitlement costs (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts) from April 2025 through the end of the liquidation period, currently estimated to conclude on or about December 31, 2026, 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 nine-months ended September 30, 2024, the Company incurred approximately $318,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
−Removed: The Company believes the remaining balance of $1,251,000 (inclusive of real estate taxes of $307,000 and regulatory fees of $395,000) will be incurred from October 2024 through the end of the liquidation period.
+Added: During the three-months ended March 31, 2025, the Company incurred approximately $76,400 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes.
+Added: The Company believes the remaining balance of $1,212,000 (inclusive of real estate taxes of $253,000 and regulatory fees of $408,000) will be incurred from April 2025 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.
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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 September 30, 2024 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 March 31, 2025 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 September 30, 2024 ($30,520,272) and December 31, 2023 ($30,721,034) results in estimated distributions of approximately $13.88 and $19.51 per common share, respectively, based on 2,199,308 and 1,574,308 shares outstanding, respectively (see Rights Offering under Transaction Summary above), based on estimates and other indications of sales value.
+Added: The net assets as of March 31, 2025 ($30,812,390) and December 31, 2024 ($30,596,313) results in estimated distributions of approximately $14.01 and $13.91 per common share, respectively, based on 2,199,308 shares outstanding, based on estimates and other indications of sales value.
This estimate of distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation.
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.
−Removed: The following table summarizes the estimates to arrive at the Net Assets in Liquidation as of September 30, 2024 (dollars are in millions).
−Removed: September 30, 2024 cash and cash equivalents balance
+Added: The following table summarizes the estimates to arrive at the Net Assets in Liquidation as of March 31, 2025 (dollars are in millions).
+Added: March 31, 2025 cash and cash equivalents balance
Principal payments on loan
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Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, 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 nine-months ended September 30, 2024 of which is discussed below:
+Added: Therefore, the Company includes in its financial statements the Consolidated Statement of Changes in Net Assets for the three-months ended March 31, 2025 of which is discussed below:
Net assets in liquidation on January 1, 2025
−Removed: Changes in net assets in liquidation from January 1 through September 30, 2024:
−Removed: Change in liquidation value of real estate
−Removed: Issuance of common shares, net
−Removed: Change in real estate value
+Added: Changes in net assets in liquidation from January 1 through March 31, 2025:
Remeasurement of assets and liabilities in liquidation
−Removed: Total decrease in net assets in liquidation
−Removed: Net assets in liquidation on September 30, 2024
+Added: Total increase in net assets in liquidation
+Added: Net assets in liquidation on March 31, 2025
Liquidity and Capital Resources
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All DCP benefits will be paid in a single lump sum cash payment on December 15, 2031, 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 September 30, 2024, the Company had cash and cash equivalents totaling approximately $6.7 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.
+Added: As of March 31, 2025, the Company had cash and cash equivalents totaling approximately $5.79 million.
+Added: The Company intends to seek modification of certain existing loan facilities (extend maturity dates for debt maturing prior to the anticipated closing of any sales) to strengthen our financial position through the end of 2026, the forecasted completion of the liquidation process.
+Added: The Company’s goal with respect to any such modification is for its current cash and cash equivalent position post-loan modification to be adequate to fund our process of seeking entitlements and selling assets though the forecasted date for the completion of the liquidation and subsequent dissolution.
+Added: There can be no assurance, however that the Company will be successful in securing any such loan modification on terms that are satisfactory to the Company or on any terms at all.
+Added: The Company anticipates that its current cash and cash equivalent balance and the aforementioned intended modification to certain of our existing loan facilities will be adequate to fund its process of seeking entitlements and selling assets and subsequent dissolution.
The $5.79 million of cash will be partially used to fund our efforts to generate the highest values for the Flowerfield and Cortlandt Manor properties while simultaneously pursuing the strategic sale of these properties.
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In addition, the Company has and will continue to review operating activities for possible cost reductions and additional capital/credit needs throughout the liquidation process.
−Removed: Major elements of the Company’s cashflows for the nine-months ended September 30, 2024 were as follows:
+Added: Major elements of the Company’s cashflows for the three-months ended March 31, 2025 were as follows:
Operating cashflows
3 unchanged sentences
Non-operating cashflows
−Removed: $4,418,380 of net proceeds from the issuance of common shares.
−Removed: ($1,584,950) in corporate expenditures.
−Removed: ($327,463) in interest expense net of interest income.
+Added: ($596,700) in corporate expenditures (inclusive of $104,364 in interest expense net of interest income).
$356,099 in working capital.
+Added: ($40,138) in selling costs.
($75,455) in principal payments on loans.
2 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.