OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Commission file number 001-37547 Gyrodyne, LLC (Exact name of registrant as specified in its charter) New York 46-3838291 (State or other jurisd ...

ST. JAMES, N.Y., Aug. 04, 2025 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (NASDAQ:GYRO), an owner and manager of a diversified portfolio of real estate properties, today announced that its subsidiary, GSD Flowerfield, LLC, has entered into a purchase and sale agreement (the “Agreement”) for the sale of approximately 49 acres of vacant land located within the Company’s Flowerfield complex in St. James, New York (the “Property”) to B2K Smithtown LLC (“B2K”). The Agreement sets a purchase price range of $24,000,000 to ...

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 001-37547 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Gyrodyne, LLC (Exact name of registrant as specified in its charter) New York 46-3838291 (State or other juris ...

Financial Projections and Distributions - Gyrodyne expects a cash balance of approximately $30.6 million by 2026, equating to future distributions of $13.91 per share based on 2,199,308 common shares outstanding[35]. - As of December 31, 2024, the net assets were approximately $30,596,313, resulting in estimated distributions of approximately $13.91 per common share based on 2,199,308 shares outstanding[117]. - The company expects to complete the sale of all properties by December 31, 2026, although the timeline may be extended due to various factors[135]. - The company is facing potential delays in distributions to shareholders due to uncertainties in property sales and market conditions[132]. - The company anticipates that future property sale agreements may include provisions that could delay or reduce distributions to shareholders[133]. Property Development and Entitlements - The company is pursuing entitlement opportunities for its properties to enhance their value and maximize shareholder returns[16]. - The estimated timeline for finalizing property sales and approvals is projected to extend into 2026, influenced by external factors such as legal proceedings and regulatory approvals[34]. - The company received preliminary approval to subdivide the Flowerfield property into eight lots, subject to conditions[24]. - The company believes subdivision approval for Flowerfield will be received by mid-2025, with Cortlandt Manor potentially receiving approval by mid-2026[33]. - The Company is exploring potential real estate development projects at Flowerfield that fall within "as of right to build" zoning, aiming for increased development flexibility[49]. - The Company has committed resources toward market research and feasibility studies to maximize the value of the Cortlandt Manor property[42]. - The Cortlandt Manor property development plan includes a medical office of 100,000 square feet, multi-family apartments with 200 units, and retail space of 4,000 square feet[43]. - The Town of Cortlandt adopted a SEQRA Findings Statement establishing a MOD designation for the property, allowing for a total density of 154,000 square feet, including 150,000 square feet of medical use[47]. - The entitlement costs for the Flowerfield property for the year ended December 31, 2024, were approximately $334,600, covering architectural and engineering costs, legal expenses, and surveys[53]. - The Company anticipates that subdivision and site plan approval for the Cortlandt Manor property could be received by mid-2026[47]. Financial Performance and Revenue - The Company secured a non-revolving credit line for up to $3,000,000, with an outstanding balance of $1,913,907 as of December 31, 2024[82]. - A second loan for up to $3,000,000 was secured, with an outstanding balance of $2,619,498 as of December 31, 2024[83]. - The 2021 Mortgage Loan has an outstanding balance of $4,658,688 as of December 31, 2024[87]. - The Company secured a term mortgage loan of $1,500,000 with a floating interest rate of 1.5% above the Wall Street Prime Rate, to be used for general working capital[89]. - For the year ended December 31, 2023, rental income from the three largest tenants represented approximately 25%, 21%, and 9% of total rental income[99]. - The Company signed two new leases in 2024 comprising 6,289 square feet with an annual base rent of approximately $88,600, and total commitments of approximately $318,000[102]. - The Company signed two lease extensions and two expansions subsequent to December 31, 2024, comprising approximately 2,350 square feet with total lease commitments of $85,000[112]. - The Company expects annual rent from Stony Brook University Hospital and affiliates to represent approximately 26% of total annual rental revenue for 2025[161]. - The largest medical tenant in the Cortlandt Manor Medical Center is projected to contribute about 32% of the annual rental revenue for 2025[162]. - Approximately 34% of the company's gross revenues for 2024 is attributable to its medical office property, which comprises about 31,400 square feet of rentable space[176]. Legal and Regulatory Challenges - The Supreme Court of New York dismissed the Article 78 petition against Gyrodyne, but the petitioners have filed a notice of appeal[25]. - The Article 78 Proceeding could extend the timeline for securing entitlements and selling properties, potentially impacting distributions[128]. - The company is defending against a legal challenge related to the Flowerfield Subdivision Application, which may affect its operational timeline[125]. - The Stipulation of Settlement prohibits the company from selling remaining properties below their December 2014 appraised values[143]. - The company may face limitations on selling properties due to a price floor set in a settlement, which could hinder the completion of the entitlement process and asset sales by December 31, 2026[145]. Market Conditions and Risks - The Company is affected by elevated interest rates and persistent inflation, contributing to weakness in commercial real estate markets[66]. - The COVID-19 pandemic has caused delays in securing entitlements and approvals, impacting the Company's operational timeline[65]. - The ongoing Coronavirus pandemic continues to impact economic activity and may affect the company's timelines for pursuing entitlements and property sales[167]. - Increased operating costs may reduce estimated net assets and sales prices for properties, impacting profitability and distributions[163]. - The company is subject to risks associated with the financial condition of tenants, which could lead to reduced cash flow and distributions if tenants default[159]. - The company faces competition from nearby medical office buildings and hospitals, which could affect tenants' ability to pay rent[177]. - The New York State budget pressures may adversely affect tenants servicing the local area, impacting rental revenues[183]. - The company competes with numerous real estate companies for tenants and purchasers, some with greater financial resources[73]. Corporate Strategy and Operations - Gyrodyne's strategy includes managing the real estate portfolio to improve cash flow while increasing market values[26]. - The corporate strategy focuses on enhancing the value of Flowerfield and Cortlandt Manor through entitlement opportunities and orderly property sales[116]. - The Company has a Nonqualified Deferred Compensation Plan for officers and directors, allowing deferral of compensation with interest at a fixed rate of 5% per annum[110]. - The Company carries comprehensive insurance coverage on all properties, which is reviewed annually to ensure adequacy[96]. - The financial performance of the company is dependent on the current portfolio of properties, which are subject to various risks including tenant defaults and economic downturns[147]. - The Company intends to modify existing loan facilities to strengthen its financial position through the end of 2026[201]. - The Company is in compliance with loan covenants as of December 31, 2024, and anticipates modifying loan terms post-subdivision[191]. - The Company has a history of operating losses and does not anticipate making distributions other than from property dispositions or liquidation proceeds[175]. - Cybersecurity risks could disrupt operations and negatively impact financial condition and tenant relationships[188].

Business Overview - Gyrodyne's primary business involves managing a portfolio of medical office and industrial properties in Suffolk and Westchester Counties, New York[133]. - The company plans to dissolve after completing the disposition of all real property assets and settling debts, with distributions to shareholders dependent on asset liquidation outcomes[136]. Property Management and Development - The remaining real estate investments include 13.8 acres in Cortlandt Manor with a 31,000 square foot medical center and 63 acres in Flowerfield with a 135,000 rentable square foot industrial park[138]. - Gyrodyne's dual strategy focuses on enhancing property values and managing the strategic sale of real estate assets to maximize shareholder returns[139][140]. - The company is pursuing entitlements for its Flowerfield and Cortlandt Manor properties to increase development flexibility and maximize property value[159]. - The Cortlandt Manor property is planned to include 150,000 square feet of medical use and 4,000 square feet of ancillary retail, with anticipated site plan approval by mid-2025[170]. - The company has been in discussions with the Town of Smithtown regarding potential real estate development projects for the Flowerfield property, which currently falls within "as of right to build" zoning[171]. - The company filed a subdivision application for the Flowerfield property, which was approved by the Suffolk County Planning Commission without conditions[173]. - The company is focusing on selling properties with all entitlements to achieve increased development flexibility in the shortest time with minimal risk[159]. - The company has retained JLL Capital Markets to market the Flowerfield and Cortlandt Manor properties[160]. Financial Performance and Projections - The company expects to have a cash balance of approximately $30.52 million by 2026, equating to future distributions of $13.88 per share based on 2,199,308 common shares outstanding[153]. - The company incurred approximately $318,000 in land entitlement costs during the nine months ended September 30, 2024, with an estimated additional $1,251,000 expected through 2026[157]. - The company believes that available cash and amounts received from asset sales will be adequate to cover obligations, liabilities, and expenses, although no assurances can be given[154]. - If distributions to shareholders occur and there are insufficient funds to pay creditors, shareholders could be held liable for payments made to them[155]. - Estimated liquidating distributions per share as of September 30, 2024, are approximately $13.88, down from $19.51 as of December 31, 2023, due to a decrease in real estate value and increased costs[210]. - The cash balance as of September 30, 2024, is approximately $6.7 million, which is expected to fund the entitlement process and asset sales[224]. - The company estimates total gross cash proceeds from asset sales to be approximately $50.3 million, with estimated distributable cash from liquidation around $30.52 million[225]. - The decrease in estimated liquidating distributions of $200,762 is primarily due to a $3,480,000 decline in real estate value and $1,692,000 in costs related to a timeline extension[210]. - The company closed a rights offering on March 7, 2024, resulting in approximately $4.4 million of net proceeds, strengthening its cash position[223]. - The estimated cash receipts from rental operations are projected to total $1.95 million, net of commissions and rental costs[217]. Regulatory and Market Conditions - The ongoing Article 78 Proceeding may extend the timeline for property sales into 2026, with the company confident in its defense against the appeal[148][149]. - The Town of Cortlandt approved a Medical Oriented Zoning District for the Cortlandt Manor property, allowing for a total density of 154,000 square feet[150]. - The COVID-19 pandemic has caused delays in local government approvals, impacting the timeline for securing entitlements and selling properties[183]. - The Company is addressing technical comments from various agencies regarding the Final Subdivision Plans, with approvals expected in early 2025[175]. - The Company’s tenants in the healthcare sector face increased regulatory scrutiny, which could materially impact their operations and ability to pay rent[178]. - The Federal Reserve raised the benchmark federal funds rate four times in 2023, with a subsequent cut of 50 basis points in September 2024 and an additional 25 basis points in November 2024[184]. Accounting and Financial Reporting - The liquidation basis of accounting has been adopted, with the Company’s assets stated at their estimated net realizable value, reflecting the plan to dissolve after disposing of all real property assets[197]. - The company follows FASB guidance for fair value measurements, utilizing observable and unobservable inputs to estimate the net realizable value of its real estate assets[206]. - For the nine months ended September 30, 2024, the Company reported operating cash flows of $2,322,728 in rent and reimbursements, with net operating income of $926,850 after operating costs of $1,395,878[228]. - Non-operating cash flows included $4,418,380 in net proceeds from the issuance of common shares, alongside corporate expenditures of $1,584,950 and interest expenses net of interest income totaling $327,463[228]. - The Company incurred capital expenditures of $90,084 on its real estate portfolio, excluding land entitlement costs of $318,032[228]. - The Company maintains bank account balances exceeding FDIC insurance limits but has not experienced any losses, indicating no significant credit risk on cash as of September 30, 2024[229]. - There have been no significant changes in market risk since the last disclosure in the Company's Report on Form 10-K for the twelve months ended December 31, 2023[230].

Core Viewpoint - Gyrodyne, LLC received a favorable ruling from the Supreme Court of New York, dismissing a petition against its eight-lot subdivision approval for the Flowerfield property, which is expected to enhance the company's marketing efforts and shareholder value [1][2]. Group 1: Legal Ruling - The Supreme Court ruled in favor of Gyrodyne, dismissing a petition from the St. James - Head of the Harbor Neighborhood Preservation Coalition and others [1]. - Justice Maureen T. Liccione found the petition defective and unsupported by the administrative record, confirming that the Planning Board adequately addressed potential environmental impacts [2]. Group 2: Company Actions and Strategy - Gyrodyne is actively pursuing final approvals for the eight-lot subdivision and is conducting a national marketing effort through JLL Capital Markets to sell its properties with approved entitlements [2]. - The CEO of Gyrodyne expressed satisfaction with the court's ruling, viewing it as a significant milestone that reinforces the company's commitment to responsible development and maximizing shareholder outcomes [2]. Group 3: Company Overview - Gyrodyne, LLC owns and manages a diversified real estate portfolio, including office, industrial, and service-oriented properties in the New York metropolitan area, with a 63-acre site on Long Island [3]. - The company is focused on seeking value-enhancing entitlements for its properties, including a medical office park in Cortlandt Manor, New York [3].

Financial Projections and Distributions - Gyrodyne expects a cash balance of approximately $35.39 million by December 31, 2025, equating to future distributions of $16.09 per share based on 2,199,308 common shares outstanding[127]. - Estimated net assets as of March 31, 2024, are $35,386,711, resulting in estimated liquidating distributions of approximately $16.09 per common share based on 2,199,308 shares outstanding[186]. - The cash balance at the end of the liquidation period is estimated to be $7.53 million, with total gross cash proceeds from asset sales projected at approximately $53.78 million[201]. - Estimated distributions per share as of December 31, 2023, were approximately $19.51 based on 1,574,308 shares outstanding[186]. - The Company believes cash and cash equivalents, along with proceeds from asset sales, will exceed liquidation costs[202]. Liquidation Strategy - The company aims to complete the disposition of all real property assets and make timely distributions to shareholders as part of its liquidation strategy[113]. - The Company plans to dissolve after completing the disposition of all real property assets and settling any debts and claims[196]. Real Estate Investments and Development - Gyrodyne's remaining real estate investments include 13.8 acres in Cortlandt Manor with a 31,000 square foot medical center and 63 acres in Flowerfield with a 135,000 rentable square foot industrial park[115]. - The company is managing its real estate portfolio to improve operating cash flow while increasing market values[116]. - Gyrodyne's dual strategy focuses on enhancing property values through entitlement opportunities and improving lease values to maximize returns for shareholders[117]. - The Company is focusing on enhancing the development flexibility of its Flowerfield and Cortlandt Manor properties, with a commitment to minimize risks and maximize value[131]. - The Company has been in discussions with the Town of Smithtown regarding potential real estate development projects that fall within "as of right to build" zoning[141]. Entitlement and Approval Processes - The company anticipates subdivision approval for Flowerfield in the second half of 2024 and for Cortlandt Manor in mid-2025, contingent on various factors[125]. - The Company has received preliminary approval to subdivide the Flowerfield property into eight lots, subject to conditions[120]. - The Company plans to submit final subdivision plans for the Flowerfield property, with final approval expected in the second half of 2024[145]. - The Company anticipates receiving subdivision approval for the Flowerfield property in the second half of 2024, and for the Cortlandt Manor property by mid-2025, contingent on contract timing and site plan approval[177]. - The Company filed a pre-subdivision application for the Flowerfield property, which was approved as an eight-lot subdivision in 2021[142]. Costs and Financial Management - The Company incurred approximately $55,000 in land entitlement costs during Q1 2024, with an estimated additional $1,156,000 expected through December 31, 2025[130]. - The entitlement costs for the three months ended March 31, 2024, associated with the Cortlandt Manor property were approximately $10,600[140]. - The entitlement costs for the three months ended March 31, 2024, for the Flowerfield property were approximately $44,200, covering architectural and engineering costs, legal expenses, and surveys[146]. - The company estimates incurring approximately $1,156,000 in land entitlement costs from April 2024 through the end of the liquidation period[188]. Impact of External Factors - The ongoing Article 78 Proceeding may impact the timeline for property sales, with a potential resolution expected by year-end 2025[122]. - The COVID-19 pandemic has caused delays in local government approvals and may continue to impact occupancy rates and average rates per square foot due to a shift towards remote working and telemedicine[154][156]. - The Article 78 Proceeding related to the Flowerfield subdivision could take an additional six months or more for a decision, impacting the timeline for property sales[174]. - Gyrodyne's ability to meet its stated timeline for asset sales is dependent on factors outside its control, including regulatory approvals and the Article 78 Proceeding[126]. Revenue and Operating Performance - During the three months ended March 31, 2024, the Company executed three lease renewals totaling approximately 1,700 square feet with annual revenue of about $25,000, while four terminations accounted for approximately 5,300 square feet and $46,000 in annual revenue[164]. - The Company reported $778,447 in rent and reimbursements for the three-months ended March 31, 2024[204]. - Operating costs amounted to ($504,358), resulting in a net operating income of $274,089[204]. - The estimated cash flow from rental operations is projected to total $1.97 million, net of commissions and rental costs[193]. Corporate Governance and Compliance - The Company adopted a liquidation basis of accounting effective September 1, 2015, as liquidation is considered imminent due to the planned disposition of all real property assets[167]. - The Company remains subject to extensive regulations in the healthcare industry, which could materially impact tenants' operations and their ability to pay rent[150]. - The Company has a loan payable agreement with a vendor, with a $200,000 payment due and an outstanding balance of $477,829 to be converted to a loan accruing interest at 0.75% per month through 2024[165]. - The Company follows FASB guidance for fair value measurements, utilizing observable and unobservable inputs to determine asset values[182]. - There have been no significant changes in market risk since the last report filed on March 28, 2024[206].

Land Entitlement Costs - Gyrodyne incurred approximately $449,000 in land entitlement costs during the year ended December 31, 2023, primarily for engineering, legal fees, and real estate taxes[37]. - The company estimates an additional $1.21 million in land entitlement costs through December 31, 2025, with $340,000 allocated for Cortlandt Manor and $871,000 for Flowerfield[37]. - The Company has committed approximately $60,700 in entitlement costs for the Cortlandt Manor property for the year ended December 31, 2023[46]. - The Flowerfield property subdivision application is expected to receive final approval in mid-2024, with entitlement costs for 2023 amounting to approximately $388,400[51]. - The Company is pursuing various entitlement opportunities to enhance the value of the Flowerfield and Cortlandt Manor properties, although risks exist regarding the realization of growth in property value[129]. Financial Performance and Projections - The expected cash balance on December 31, 2025, is approximately $30.72 million, equating to future distributions of $19.51 per share based on 1,574,308 common shares outstanding[33]. - The estimated net assets in liquidation as of December 31, 2023, would be $16.12 per share based on 2,199,308 shares outstanding[33]. - The estimated net assets in liquidation as of December 31, 2023, are $35,463,133, or $16.12 per share based on 2,199,308 shares outstanding[118]. - The total liability for estimated costs during liquidation is $11,108,640, which includes land entitlement costs, transaction fees, and other operating and administrative costs[142]. - The company anticipates ongoing operating losses and does not expect to make distributions other than from property sales or liquidation proceeds[176]. Real Estate Strategy - Gyrodyne's strategy includes pursuing entitlements to enhance the value of Flowerfield and Cortlandt Manor properties, aiming for increased development flexibility[36]. - The company plans to complete the disposition of all real property assets and subsequently dissolve, with distributions to shareholders dependent on the successful sale of assets[20]. - The timeline for final approvals and property sales is projected to culminate by year-end 2025, although external factors may cause delays[32]. - The Company is actively managing its real estate portfolio to improve operating cash flow while increasing market values[28]. - Gyrodyne's dual strategy involves enhancing lease values and pursuing entitlement opportunities to maximize shareholder returns[23]. Tenant and Lease Information - As of December 31, 2023, Flowerfield's annual base rent is approximately $1,660,000 with an occupancy rate of 85%[58]. - The Cortlandt Medical Center has an annual base rent of approximately $938,000 and was 92% occupied as of December 31, 2023[59]. - For the year ended December 31, 2023, rental income from the Company's three largest tenants represented approximately 25%, 21%, and 9% of total rental income[96]. - During 2023, the Company signed one new lease comprising 994 square feet with an annual base rent of approximately $11,000, while 12 lease renewals totaled $272,000 in annual revenue[100]. - The largest medical tenant in the Cortlandt Manor Medical Center represents 14% of total rentable square feet and is expected to contribute approximately 28% of annual rental revenue for 2024[163]. Financing and Debt - The Company has secured a non-revolving credit line for up to $3,000,000, with an outstanding balance of $1,995,916 as of December 31, 2023[80]. - A second loan of up to $3,000,000 was secured, with an outstanding balance of $2,730,973 as of December 31, 2023[81]. - The Mortgage Loan for GSD Cortlandt has an outstanding balance of $4,754,180 as of December 31, 2023[85]. - A new term mortgage loan of $1,500,000 was secured on December 27, 2023, for general working capital[87]. - The Company anticipates modifying loan terms following the completion of the subdivision to ensure loans remain secured by the subdivided industrial park lot only[82]. Market and Economic Conditions - The impact of macroeconomic factors, including inflation and interest rate hikes, may affect the Company's operational and financial performance[66]. - The company may face increased operating costs that could reduce estimated net assets and sales prices for properties[164]. - The company is subject to risks from rising inflation and interest rates, which could negatively impact operating expenses and property valuations[172]. - The healthcare industry’s regulatory changes may adversely affect the economic performance of medical office tenants[178]. - The New York State budget pressures may adversely affect tenants servicing the local area, representing over 22% of the company's overall rentable space[182]. Regulatory and Compliance Risks - The healthcare industry, which comprises the Company's tenants, is facing increased regulation that could materially impact operations and marketability of properties[54]. - The Company’s tenants are subject to extensive regulations, and non-compliance could result in significant penalties affecting their ability to meet financial obligations[55]. - Legislative or regulatory initiatives related to climate change may lead to increased operating costs for the company[167]. - The company may incur costs to comply with environmental laws, which could increase operating expenses[166]. - Community opposition has the potential to delay or prevent the company from obtaining necessary entitlements and approvals for property enhancements[130]. Shareholder and Corporate Governance - The cumulative cost to the company for responding to the activist shareholder campaign was approximately $1,317,000[144]. - The company is subject to risks associated with proxy contests and actions from activist shareholders, including a recent campaign from Star Equity Fund, LP[143]. - The Company approved a new Restricted Stock Award Plan, issuing 91,628 shares to former directors in exchange for waiving their Bonus Plan benefits[106]. - The Retention Bonus Plan was amended to return $1,137,108 forfeited by retired directors back to the Company, aligning interests with shareholders[104]. - The Company expects to use the net proceeds from the Rights Offering for property entitlements, litigation fees, capital improvements, and general working capital[117].

Real Estate Investments - Gyrodyne's remaining real estate investments include 13.8 acres in Cortlandt Manor with a 31,000 square foot medical center and 63 acres in Flowerfield with a 135,000 rentable square foot industrial park[119]. - The Flowerfield property has received preliminary approval for subdivision into eight lots, but is currently subject to an Article 78 Proceeding that could delay final approvals[124][125]. - The Town of Cortlandt has approved a Medical Oriented Zoning District for the Cortlandt Manor property, allowing for a total density of 154,000 square feet, including 150,000 square feet for medical use[130]. - The company is focusing on enhancing the development flexibility of its Flowerfield and Cortlandt Manor properties, with ongoing discussions with local authorities for potential entitlements[144]. - The Cortlandt Manor property is proposed to include 150,000 square feet of medical use and 4,000 square feet of ancillary retail, with anticipated site plan approval in Q4 2024[142]. - The company is exploring development projects at Flowerfield that currently fall within "as of right to build" zoning[144]. Strategic Plans and Goals - The company aims to enhance the net value of its properties and maximize shareholder returns through strategic asset disposition and timely distributions[118]. - Gyrodyne's dual strategy involves pursuing entitlement opportunities to increase development flexibility and enhancing lease values to boost overall property value[121]. - Gyrodyne plans to aggressively market its properties and negotiate purchase agreements, aiming to complete sales by year-end 2024, although external factors may impact this timeline[132]. - The company is committed to managing its real estate portfolio to improve cash flow while increasing market values[127]. - Gyrodyne intends to dissolve after completing asset dispositions and settling debts, with distributions to shareholders dependent on the successful sale of properties[117]. - The company is pursuing entitlements and density approvals for its properties, with a total density of 154,000 square feet designated for the Cortlandt Manor property[180]. Financial Projections and Distributions - The company expects a cash balance of approximately $30.03 million by December 31, 2024, equating to future distributions of $20.25 per share based on 1,482,680 common shares outstanding[133]. - The estimated net assets in liquidation as of September 30, 2023, were $30,028,537, equating to $20.25 per share based on 1,482,680 shares outstanding[169]. - Following the issuance of restricted stock under the Stock Plan, pro forma net assets in liquidation are estimated at $32,730,822, or $20.79 per share based on 1,574,308 shares outstanding[166]. - The company anticipates completing the liquidation process by December 31, 2024, although this timeline may change due to various external factors[174]. - The company expects to distribute approximately $30.03 million to shareholders from the liquidation process[205]. - The estimated distributions per share have decreased by $0.23 due to fees and expenses related to shareholder activism and professional fees[191]. Costs and Expenses - The company incurred approximately $400,300 in land entitlement costs during the nine months ended September 30, 2023, with an estimated additional $1,077,600 in costs through December 31, 2024[136]. - The entitlement costs for the nine months ended September 30, 2023, were approximately $343,000, covering architectural, engineering, legal, and survey expenses[148]. - The company has estimated general and administrative expenses of approximately $2.98 million, excluding final liquidation costs[197]. - The company has incurred entitlement costs of approximately $57,200 for the nine months ended September 30, 2023, related to the ownership and development of the Cortlandt Manor property[143]. Market Conditions and Risks - The company faces risks including ongoing litigation, market conditions, and regulatory approvals that could affect its strategic plans and timelines[110][126]. - The pandemic has negatively impacted demand for office and hotel developments, influencing the Company's subdivision strategy to enhance development flexibility[149]. - The Flowerfield subdivision remains subject to an Article 78 Proceeding, which could take two years or more to resolve[178]. Lease Activity - During the nine months ended September 30, 2023, the Company executed ten lease renewals totaling approximately 16,500 square feet, generating annual revenue of approximately $241,000[162]. - The Company experienced three lease terminations, resulting in a loss of $8,960 in monthly rent and approximately $99,000 in annual revenue from one lease[162]. - Four expansions were executed, comprising approximately 2,300 square feet, contributing $40,000 in annual revenue and approximately $185,000 in total commitments[163]. Cash Position - The company had cash and cash equivalents of approximately $2.68 million as of September 30, 2023, which is expected to be adequate for its ongoing liquidation efforts[205]. - The cash balance at the end of the liquidation period is estimated to be $2.68 million, with adjustments for future cash inflows and outflows[192]. - The company is considering seeking supplemental funding to strengthen its cash position during the liquidation process[205]. Accounting and Valuation - All assets are stated at their estimated net realizable value based on independent appraisals and other sales value indications[174]. - The company has made significant estimates regarding the net realizable value from real estate sales and the costs associated with pursuing entitlements[185]. - Management has concluded that newly issued accounting pronouncements will not materially impact the company's consolidated financial statements since it reports on a liquidation basis[189]. - As of September 30, 2023, the company's net assets totaled approximately $30.03 million, down from $30.37 million as of December 31, 2022[194]. - The estimated distributions per common share are approximately $20.25 based on the September 30, 2023 net assets, compared to $20.48 as of December 31, 2022[194].

Cash Position and Distributions - Gyrodyne expects to have a cash balance of approximately $29.87 million by December 31, 2024, prior to any future special distributions, equating to future distributions of $20.14 per share based on 1,482,680 common shares outstanding [125]. - The company plans to dissolve after completing the disposition of all real property assets and settling any debts, with distributions to shareholders dependent on the successful sale of assets [110]. - If available cash and asset sale proceeds are insufficient to meet obligations, cash distributions to shareholders may be eliminated [126]. - As of June 30, 2023, the company's net assets in liquidation are estimated at $29,866,455, resulting in estimated liquidating distributions of approximately $20.14 per common share based on 1,482,680 shares outstanding [183]. - The cash balance at the end of the liquidation period is estimated to be $3.1 million, with adjustments for various costs and revenues expected through December 31, 2024 [184]. - The company estimates total gross cash proceeds from the sale of its assets to be approximately $53.67 million, leading to an estimated distributable cash of approximately $29.87 million from the liquidation [196]. Real Estate Assets and Development - The company aims to complete the disposition of its real estate assets and make timely distributions to shareholders, with a focus on enhancing the net value of its properties [112]. - Gyrodyne's remaining real estate investments include 63 acres in Flowerfield and 13.8 acres in Cortlandt Manor, with the latter designated for a total density of 154,000 square feet, including 150,000 square feet for medical use [118][122]. - The Flowerfield property has received preliminary approval for subdivision into eight lots, but is currently subject to an Article 78 Proceeding that could delay the process [117][121]. - The Town of Cortlandt adopted a SEQRA Findings Statement on March 20, 2023, establishing a MOD designation for the property, allowing for a total density of 154,000 square feet [137]. - The Company is focusing on positioning properties for sale with all entitlements to maximize development flexibility while minimizing risk [130]. - The Company is exploring potential real estate development projects for the Flowerfield property, which currently falls within "as of right to build" zoning [139]. - The Company anticipates that subdivision and site plan approval could be received by mid-2024, contingent on contract timing [137]. - The company is focused on negotiating purchase agreements and securing final approvals to maximize property values and distributions [174]. Financial Performance and Costs - The Company incurred approximately $342,000 in land entitlement costs during the six months ended June 30, 2023, primarily for engineering, legal fees, and real estate taxes [129]. - An estimated additional $862,000 in land entitlement costs is expected through December 31, 2024, with $105,000 of this amount informally deferred by vendors [129]. - The entitlement costs for the six months ended June 30, 2023, associated with the ownership and development of the Cortlandt Manor property were approximately $50,700 [138]. - The entitlement costs for the six months ended June 30, 2023, were approximately $291,800, covering architectural, engineering, legal, and survey expenses [143]. - Corporate expenditures for the same period amounted to $1,487,718, with additional capital expenditures of $115,531 [203]. - The company estimates that the final liquidation and dissolution costs will amount to approximately $1.51 million [189]. Risks and Challenges - Risks affecting the company's future results include ongoing litigation, community activism, and economic factors such as inflation and rising interest rates [105][106]. - The company has no assurance that the timeline for liquidation will be met due to factors outside its control, including ongoing legal proceedings [170]. - The COVID-19 pandemic has caused delays in local government approvals, affecting the completion of important stages in securing entitlements [150]. - The healthcare industry, which comprises the Company’s tenants, faces increased regulation that could materially impact their operations and ability to pay rent [146]. - The U.S. Federal Reserve raised interest rates a total of seven times in 2022 and four times in 2023, significantly increasing market interest rates and potentially leading to a recession [153]. Lease Activity - During the six months ended June 30, 2023, the Company executed 7 lease renewals totaling approximately 8,700 square feet, generating annual revenue of approximately $125,000 and total commitments of approximately $258,000 [157]. - The Company experienced two terminations of land leases, resulting in a loss of $8,960 in monthly rent [157]. - Four expansions were executed, comprising approximately 2,300 square feet, generating $40,000 in annual revenue and approximately $185,000 in total commitments [158]. - The company reported $1,562,118 in rent and reimbursements, with a net operating income of $731,543 for the six months ended June 30, 2023 [203]. Funding and Financial Strategy - The company is considering seeking supplemental funding to strengthen its cash position during the liquidation process [126]. - Major vendors have informally agreed to defer payment on 50% of their fees until the first subdivided lot is sold, aiding cash flow management [195]. - The company secured a $4.95 million term loan in September 2021, which was used to pay off a previous debt facility [199].