Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37547 | |
Entity Registrant Name | Gyrodyne, LLC | |
Entity Incorporation, State or Country Code | NY | |
Entity Tax Identification Number | 46-3838291 | |
Entity Address, Address Line One | 1 Flowerfield, Suite 24 | |
Entity Address, City or Town | St. James | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11780 | |
City Area Code | 631 | |
Local Phone Number | 584-5400 | |
Title of 12(b) Security | Common Shares of Limited Liability Company Interests | |
Trading Symbol | GYRO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 1,482,680 | |
Entity Central Index Key | 0001589061 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Statements of Net
Consolidated Statements of Net Assets (Liquidation Basis) (Current Period Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
LIABILITIES: | ||
Accounts payable | $ 1,910,067 | $ 1,445,487 |
Accrued liabilities | 1,454,134 | 1,287,209 |
Estimated liquidation and operating costs net of estimated receipts | 13,763,592 | |
Basis of Accounting, Liquidation [Member] | ||
ASSETS: | ||
Real estate held for sale | 53,670,000 | 53,670,000 |
Cash and cash equivalents | 3,102,614 | 4,082,774 |
Rent receivable | 85,652 | 99,683 |
Other receivables | 46,909 | 36,009 |
Total Assets | 56,905,175 | 57,888,466 |
LIABILITIES: | ||
Accounts payable | 1,910,067 | 1,445,487 |
Accrued liabilities | 1,454,134 | 1,287,209 |
Deferred rent liability | 54,743 | 38,746 |
Tenant security deposits payable | 234,770 | 230,714 |
Loans payable | 9,621,414 | 9,760,083 |
Estimated liquidation and operating costs net of estimated receipts | 13,763,592 | 14,758,728 |
Total Liabilities | 27,038,720 | 27,520,967 |
Net assets in liquidation | $ 29,866,455 | $ 30,367,499 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Net Assets (Liquidation Basis) (Unaudited) - Basis of Accounting, Liquidation [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Net assets in liquidation, as of December 31, 2021 | $ 30,367,499 |
Change in liquidation value of real estate | 0 |
Remeasurement of assets and liabilities | (501,044) |
Net decrease in liquidation value | (501,044) |
Net assets in liquidation, as of September 30, 2022 | $ 29,866,455 |
Note 1 - The Company
Note 1 - The Company | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. The Company Strategic Overview Gyrodyne, LLC’s (including its subsidiaries, “Gyrodyne”, the “Company” or the “Registrant”) corporate strategy is to pursue entitlements on our two Gyrodyne filed subdivision applications in March 2017 with respect to Cortlandt Manor and Flowerfield. The COVID-19 pandemic caused significant delays in the regulatory approval process, as state, county and local staff charged with processing our subdivision applications all postponed activity due to work-from-home transitions. On March 30, 2022, the Town of Smithtown Planning Board (the “Planning Board”) unanimously granted Gyrodyne’s application for preliminary approval to divide the Flowerfield property into eight lots, subject to certain conditions (the “Flowerfield Subdivision Application”). On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding under Article 78 of New York’s Civil Practice Law & Rules (the “Article 78 Proceeding”) against the Town of Smithtown and certain other parties, including Gyrodyne, seeking to annul the Planning Board’s determinations relating to the Flowerfield Subdivision Application. Specifically, the petition commencing the Article 78 Proceeding (the “Petition”) seeks to annul the Planning Board’s (i) approval of a findings statement pursuant to the State Environmental Quality Review Act (“SEQRA”), dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022 of the Flowerfield Subdivision Application. The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process. Gyrodyne and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition. The Article 78 Proceeding could take two years or more to run its course given the likelihood of appeal and the impact the pandemic has had on the court system. Nevertheless, Gyrodyne remains confident that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties could still culminate by year-end 2024, although there can be no assurance that Gyrodyne and the Town of Smithtown will be successful in the defense of the Planning Board’s determinations against the Petition or that other factors beyond our control (i.e., potential contract contingencies including site plan approval for the undeveloped portion of Flowerfield (the developed portion, situated on two separate lots may be sold together or separately upon the resolution of the Article 78 Proceeding and the conclusion of the subdivision, without any site plan approvals)) will not necessitate an extension of the timeline. The Flowerfield subdivision will remain subject to the Article 78 Proceeding unless Gyrodyne and the Town of Smithtown prevail in their defense of the Planning Board’s determinations against the Petition. Nevertheless, the Company will continue its efforts to identify one or more purchasers for Flowerfield and execute purchase agreements, and it is unclear at this time what impact, if any, the Article 78 Proceeding will have on such efforts. 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. Various other factors will continue to impact the timeline to achieve approvals, including the backlog of land use applications, labor shortages and environmental concerns. Nevertheless, we will continue to market the properties and, although there can be no assurances, the Company believes subdivision approval will be received in late 2023 for Flowerfield, and could be received for Cortlandt Manor by the middle of 2024, contingent on the timing for entering contracts (which we anticipate will include closing terms conditioned upon receiving subdivision (if requested) and site plan approval which the Company believes can be pursued simultaneously rather than sequentially). 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. Business 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. Substantially all of our developed properties are subject to leases in which the tenant reimburses the Company for a portion, all of or substantially all of the costs and/or cost increases for utilities, insurance, repairs, maintenance and real estate taxes. Certain leases provide that the Company is responsible for certain operating expenses. Our efforts to generate the highest values for Flowerfield and Cortlandt Manor may involve in limited circumstances other strategies to manage risk and or enhance the net value of Flowerfield and Cortlandt Manor to maximize the returns for our shareholders. Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, apply the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then pay distributions to holders of Gyrodyne common shares. The process of seeking entitlements and the amount and timing of distributions from proceeds of asset sales involve risks and uncertainties. As such, it is impossible at this time to determine with certainty the ultimate amount of proceeds that will actually be distributed to our shareholders or the timing of such payments. Accordingly, no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in our consolidated statements of net assets. The actual nature, amount and timing of all distributions will be determined by Gyrodyne’s Board in its sole discretion and will depend in part upon the Company’s ability to convert our remaining assets into cash in compliance with our obligations under the Stipulation entered into in connection with a class action lawsuit settled in 2015 (See Note 12 – Contingencies) and satisfy our remaining liabilities and obligations. Under Gyrodyne’s Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), such dissolution may be effected upon an election to dissolve the Company by the Board that is approved by the vote of holders of a majority of Gyrodyne common shares or, in the Board’s sole discretion and without any separate approval by the holders of Gyrodyne common shares, at any time the value of Gyrodyne’s assets, as determined by the Board in good faith, is less than $1,000,000. The Company’s remaining real estate investments, each of which is held in a single asset limited liability company wholly owned by the Company, consist of: ● Cortlandt Manor:13.8 acres in Cortlandt Manor, New York, consisting of the 31,000 square foot Cortlandt Manor Medical Center; and ● Flowerfield: 63 acres in St. James, New York,including a 14-acre multi-tenanted industrial park comprising 135,000 rentable square feet. |
Note 2 - Basis of Quarterly Pre
Note 2 - Basis of Quarterly Presentations | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 2. Basis of Quarterly Presentations The accompanying interim quarterly financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements of the Company included herein have been prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all adjustments which are necessary to present fairly the results for the six-months ended June 30, 2023. 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; however, management believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the audited consolidated financial statements and footnotes therein included in the Annual Report on Form 10-K for the year ended December 31, 2022. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies Gyrodyne intends to dissolve after we complete the disposition of all of our real property assets, apply the proceeds of such dispositions first to settle any debts and claims, pending or otherwise, against Gyrodyne, and then pay distributions to holders of Gyrodyne common shares. Therefore, effective September 1, 2015 Gyrodyne adopted the liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the entity is “imminent”, as defined in ASC 205-30, Presentation of Financial Statements Liquidation Basis of Accounting. Under the LLC Agreement, the Board may elect, in its sole discretion and without any separate approval by shareholders, to dissolve the Company at any time the value of the Company’s assets, as determined by the Board in good faith, is less than $1 million. The LLC Agreement also provides that the Company will dissolve, and its affairs wound up, upon the sale, exchange or other disposition of all the real properties of the Company. As a result, liquidation is deemed to be “imminent” in accordance with the guidance provided in ASC 205-30. Principles of Consolidation - Basis of Presentation - Liquidation Basis of Accounting Under the liquidation basis of accounting, all the Company’s assets have been stated at their estimated net realizable value, or liquidation value, (which represents the estimated amount of cash that Gyrodyne will collect on the disposal of assets as it carries out the plan of liquidation), which is based on independent third-party appraisals, estimates and other indications of sales value. All liabilities of the Company, including those estimated costs associated with implementing the plan of liquidation, have been stated at their estimated settlement amounts. These amounts are presented in the accompanying statements of net assets. These estimates are periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or amount of future distributions or our actual dissolution. The valuation of assets at their net realizable value and liabilities at their anticipated settlement amount represent estimates, based on present facts and circumstances, of the net realizable value of the assets and the costs associated with carrying out the plan of liquidation. The actual values and costs associated with carrying out the plan of liquidation may differ from amounts reflected in the accompanying consolidated financial statements because of the plan’s inherent uncertainty. These differences may be material. 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, 2024. The Company is in the process of pursuing entitlements and density approvals, and our ability to obtain required permits and authorizations is subject to factors beyond our control, including environmental concerns of governmental entities, community groups and purchasers. The process has involved extensive analysis at the government entity level, as well as between government entities such as town planning departments and Gyrodyne and or purchasers, and will continue up until such time as entitlement and density decisions are made by the relevant government entities. The Company hopes to secure favorable decisions on entitlements and density so that we can then seek the sale of our remaining properties with increased development flexibility. Any deviation in use or density between what we are pursuing in our entitlement efforts and what is ultimately permitted could have a material impact on value. The Company believes the process of negotiating purchase agreements, securing final approvals and consummating the sale of our properties will culminate by year-end 2024. The Company intends to aggressively market its properties and negotiate contracts in an effort to complete the process as soon as practicable with the ultimate timeline being largely dependent on factors outside the Company’s control, and therefore there can be no assurance that the Company will be able to meet our formal stated deadline of December 2024. The Company’s assumptions and estimates (including the sales proceeds of all its real estate holdings, selling costs, retention bonus payments, rental revenues, rental expenses, capital expenditures, land entitlement costs, general and administrative fees, director and officer liability and reimbursement, post liquidation insurance tail coverage policy and final liquidation costs) are based on completing the liquidation by December 31, 2024. As previously stated, on an ongoing basis, Gyrodyne evaluates the estimates and assumptions that can have a significant impact on the reported net assets in liquidation and will update respective information accordingly for any costs and value associated with a change in the duration of the liquidation, as we cannot give any assurance on the timing of the ultimate sale of all the Company’s properties. Management Estimates Cash equivalents - Allowance for doubtful accounts Estimated Distributions per Share New Accounting Pronouncements - |
Note 4 - Statements of Net Asse
Note 4 - Statements of Net Assets in Liquidation | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Liquidation Basis of Accounting [Text Block] | 4. Statements of Net Assets in Liquidation Net assets as of June 30, 2023 and December 31, 2022 would result in estimated liquidating distributions of $29,866,455 and $30,367,499, or approximately $20.14 and $20.48 per common share, respectively, based on 1,482,680 shares outstanding. The decrease of $501,044 or $0.34 per share is mainly attributable to fees and expenses responding to shareholder activism and addressing feedback from shareholders (see “Note 12, “Contingencies – Shareholder Nomination”) and professional fees relating to the Company’s efforts to finance its operations through the liquidation. The cash balance at the end of the liquidation period (currently estimated to be December 31, 2024, although the estimated completion of the liquidation period may change), excluding any interim distributions, is estimated based on adjustments for the following items which are estimated through December 31, 2024: 1. 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. 2. Net proceeds from the sale of all the Company’s real estate holdings. 3. The general and administrative expenses and or liabilities associated with operations and the liquidation of the Company including severance, director and officer liability coverage including post liquidation tail policy coverage, and financial and legal fees (inclusive of the Article 78 Proceeding) to complete the liquidation. 4. Costs for the pursuit of entitlements on the Flowerfield and Cortlandt Manor properties. 5. Retention bonus amounts (See Note 11). 6. Principal payments on the Company’s credit facilities. The Company estimates the net realizable value of its real estate assets by using income and market valuation techniques. 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, as defined under FASB ASC Topic No. 820, Fair Value Measurement. The cash flow models include estimated cash inflows and outflows over a specified holding period. These cash flows may include contractual rental revenues, projected future rental revenues and expenses and forecasted capital improvements and lease commissions based upon market conditions determined through discussion with local real estate professionals and relevant Company experience with its current and previously owned properties. Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location, local supply and demand observations and no sewage treatment plants. To the extent the Company underestimates or overestimates forecasted cash outflows (capital improvements, excluding any costs for sewage treatment plants, lease commissions and operating costs) or overestimates or underestimates forecasted cash inflows (rental revenue rates), the estimated net realizable value of its real estate assets could be overstated or understated. The Company estimates that it will incur approximately $862,000 (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, See Note 5) in land entitlement costs from July 2023 through the end of the liquidation period, currently estimated to conclude on or about December 31, 2024, in an effort to obtain entitlements, including special permits. The Company believes the commitment of these resources will enable the Company to position the properties for sale with all entitlements necessary to maximize the aggregate Flowerfield and Cortlandt Manor property values and resulting distributions. During the six months ended June 30, 2023, the Company incurred approximately $342,000 of land entitlement costs, consisting predominately of engineering fees, legal fees and real estate taxes. The Company believes the remaining balance of $862,000 (inclusive of real estate taxes of $218,000 and regulatory fees of $363,500) will be incurred from July 2023 through the end of the liquidation period, approximately $105,000 of which is subject to the informal deferral arrangement by certain of our service providers until the first post subdivision property lot is sold. The Company does not intend on developing the properties but rather positioning the properties for increased development flexibility in the shortest period of time with the least amount of risk to the Company. The costs and time frame to achieve the entitlements could change due to a range of factors including a shift in the value of certain entitlements making it more profitable to pursue a different mix of entitlements and the dynamics of the real estate market. As a result, the Company has focused and will continue to focus its land entitlement efforts on achieving the highest and best use while considering the time and direct and indirect costs necessary to achieve such entitlements. During the process of pursuing such entitlements, the Company may entertain offers from potential buyers who may be willing to pay premiums for the properties that the Company finds more acceptable from a timing or value perspective than completing the entitlement processes itself. The value of the real estate reported in the statement of net assets as of June 30, 2023 includes some but not all of the potential value impact that may result from the land entitlement efforts. 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. The net assets as of June 30, 2023 ($29,866,455) and December 31, 2022 ($30,367,499) results in estimated distributions of approximately $20.14 and $20.48, respectively, per common share (based on1,482,680 shares outstanding), based on estimates and other indications of sales value which includes some but not all of the potential sales proceeds that may result directly or indirectly from our land entitlement efforts. Some of the additional value that may be derived from the land entitlement efforts is not included in the estimated distributions as of June 30, 2023 and December 31, 2022 because the amount of such additional value that may result from such efforts are too difficult to predict with sufficient certainty. The Company believes the land entitlement efforts will ultimately enhance estimated distributions per share through the improved aggregate values (some but not all of which has already been included in the reported value for real estate held for sale) from the sales of the Flowerfield and Cortlandt Manor properties net of the costs to achieve the entitlements and other expenses. This estimate of distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, change in values of the Cortlandt Manor and/or Flowerfield properties (whether market driven or resulting from the land entitlement efforts) net of any bonuses (if such values exceed the minimum values required to pay bonuses under the retention bonus plan), favorable or unfavorable changes in the land entitlement costs, the performance of the underlying assets, the market for commercial real estate properties generally and any changes in the underlying assumptions of the projected cash flows. |
Note 5 - Estimated Liquidation
Note 5 - Estimated Liquidation and Operating Costs Net of Estimated Receipts | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Liquidation Basis of Accounting, Liability for Estimated Costs in Excess of Receipts [Text Block] | 5. Estimated Liquidation and Operating Costs Net of Estimated Receipts The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will incur liquidation and operating costs net of estimated receipts during the remaining liquidation period of $13,763,592, excluding the gross proceeds from the real estate sales. These amounts can vary significantly due to, among other things, land entitlement costs, the timing and estimates for executing and renewing leases, capital expenditures to maintain the real estate at its current estimated realizable value and estimates of tenant improvement costs, costs to defend the Article 78 Proceeding, the timing of property sales and any direct/indirect costs incurred that are related to the sales (e.g., retention bonuses on the sale of the Cortlandt Manor and Flowerfield properties, costs to address buy side due diligence inclusive of administrative fees, legal fees and property costs to address items arising from such due diligence and not previously known), the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid during the remaining liquidation period. The change in the liability for estimated costs in excess of estimated receipts during liquidation from January 1, 2023 through June 30, 2023 is as follows: January 1, 2023 Expenditures/ (Receipts) Remeasurement of Assets and Liabilities June 30, 2023 Assets: Estimated rents and reimbursements $ 6,243,080 $ (1,562,118 ) $ 34,239 $ 4,715,201 Prepaid expenses and other assets 963,457 121,412 - 1,084,869 Liabilities: Property operating costs (3,758,067 ) 830,575 65,899 (2,861,593 ) Capital expenditures (303,722 ) 115,531 - (188,191 ) Land entitlement costs (1,204,491 )* 342,478 - (862,013 )* Corporate expenditures (7,190,989 ) 1,648,302 (601,182 ) (6,143,869 ) Selling costs on real estate assets** (3,822,457 ) - - (3,822,457 ) Retention bonus payments to directors, officers and employees** (5,685,539 ) - - (5,685,539 ) Liability for estimated liquidation and operating costs net of estimated receipts $ (14,758,728 ) $ 1,496,180 $ (501,044 ) $ (13,763,592 ) *The Company reached informal agreements with certain service vendors to defer payment of approximately $105,000 of the $862,000 until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively. **The amounts reported are based on the provisions of the retention bonus plan and the reported amount of the real estate assets estimated net realizable value. |
Note 6 - Loans Payable
Note 6 - Loans Payable | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. Loans Payable The Company secured a non-revolving credit line for up to $3,000,000 (the “Original Line”) with a bank, which closed on March 21, 2018. The original line included an interest only phase. On April 30, 2021, the loan converted to the Permanent Phase with an outstanding principal balance of $2,200,000. During the Permanent Phase, the Company is paying interest at a fixed rate of 3.85%, plus principal based on a 20-year amortization period. The loan will mature on April 30, 2028. The outstanding balance as of June 30, 2023 was $2,035,734. 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. This loan included an interest only phase. On May 20, 2021, the loan converted to the Permanent Phase with an outstanding principal balance of $3,000,000. During the Permanent Phase, the Company pays interest at a fixed rate of 3.85%, plus principal based on a 20-year amortization period. The loan will mature on May 20, 2028. The outstanding balance as of June 30, 2023 was $2,785,100. Both lines are secured by approximately 31.8 acres of the Flowerfield Industrial Park including the related buildings and leases. As of June 30, 2023, the Company is in compliance with the loan covenants. The Company anticipates modifying the terms of the loans following the completion of the subdivision so that the loans remain secured by the two subdivided industrial park lots only. On September 15, 2021, the Company, through its subsidiary GSD Cortlandt, LLC (“GSD Cortlandt”), secured a $4.95 million term loan (the “Mortgage Loan”) with Signature Bank, the proceeds of which were used to pay off the previous GSD Cortlandt debt facility of which $1,050,000 was outstanding. The term of the Mortgage Loan is five five thirty twenty-five 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; (ii) during the second loan year and, if applicable, during the second loan year of the Extension Period, four percent of the amount of such prepayment; (iii) during the third loan year and, if applicable, during the third loan year of the Extension Period, three percent of the amount of such prepayment; (iv) during the fourth loan year and, if applicable, during the fourth loan year of the Extension Period, two percent of the amount of such prepayment; and (v) during the fifth loan year and, if applicable, during the fifth loan year of the Extension Period, one percent of the amount of such prepayment. There will be no prepayment fee for any prepayment made during the sixty-day period immediately preceding the initial maturity date or the last sixty days of the Extension Period. All prepayments must include accrued and unpaid interest through the date of prepayment. If the Cortlandt Manor property is sold to a bona fide third-party purchaser on or before September 14, 2023, the prepayment fee to be paid upon repayment of the Mortgage Loan in full will be reduced by fifty percent. The outstanding balance as of June 30, 2023 was $4,800,580. On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services, which appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver. To protect depositors, the FDIC transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that will be operated by the FDIC as it markets the institution to potential bidders. On March 12, 2023, the Company had approximately $61,000 on deposit and approximately $97,000 in a real estate tax escrow account (escrow balance will not exceed approximately $ 109,000) no The Mortgage Loan is secured by the Cortlandt Manor property located at 1985 Crompond Road (5.01 acres). The total debt payable mature as follows: Years Ending June 30, 2024 $ 297,619 2025 300,961 2026 312,651 2027 4,707,196 2028 4,002,987 Total $ 9,621,414 |
Note 7 - Accounts Payable and A
Note 7 - Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. Accounts payable and Accrued Liabilities Accounts Payable Accrued Liabilities June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Current accounts payable $ 594,961 $ 281,174 Accrued liabilities $ 215,562 $ 221,238 Deferred accounts payable (a) 1,315,106 1,164,313 Deferred Compensation to Directors (b) 1,238,572 1,065,971 Total $ 1,910,067 $ 1,445,487 Total $ 1,454,134 $ 1,287,209 (a) The Company reached informal agreements with certain service vendors to defer payment until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively. (b) The director fees and interest accrued under the deferred Compensation Plan where each director elected to defer 100% of his fees for 2023, 2022, 2021 and 2020. This amount also includes the deferred compensation of a former Board advisor per an agreement to defer payments due under an advisor agreement. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 8. Income Taxes As a limited liability company, Gyrodyne is not subject to an entity level income tax but rather is treated as a partnership for tax purposes, with its items of income, gain, deduction, loss and credit being reported on the Company’s information return, on Form 1065, and allocated annually on Schedule K-1 to its members pro rata. The Company’s open tax years are 2019, 2020, 2021, and 2022. The Bipartisan Budget Act of 2015 (the “2015 Act”) changed the procedure for partnership tax audits and audit adjustments for partnership returns of large partnerships for fiscal years beginning after December 31, 2017. Pursuant to the 2015 Act, if any audit by the IRS of our income tax returns for any fiscal year beginning after December 31, 2017 results in any adjustments, the IRS may collect any resulting taxes, including any applicable penalties and interest, directly from Gyrodyne. IRS tax audit assessments on tax years beginning January 1, 2018 will require Gyrodyne to: a) bear any tax liability resulting from such audit, or b) elect to push out the tax audit adjustments to the respective shareholders once it has been calculated at the company level. |
Note 9 - Credit Quality of Rent
Note 9 - Credit Quality of Rents Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 9. Credit Quality of Rents Receivable The Company’s standard lease terms include rent due on the first of the month. The Company credit terms extend a standard ten-day grace period across its tenant portfolio and do not normally provide extensions beyond one year. The Company manages its billing and collection process internally to enable timely identification of collection issues. The controls and related processes enable the Company to timely identify and establish payment plans to minimize material losses from defaults. 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. As of each June 30, 2023 and December 31, 2022, the Company had a zero |
Note 10 - Concentration of Cred
Note 10 - Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 10. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions and generally limits the amount of credit exposure in any one financial institution. The Company maintains bank account balances, which exceed insured limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. Management does not believe significant credit risk existed on June 30, 2023 and December 31, 2022. As the Company executes on the sale of its assets, its regional concentration in tenants will increase thereby resulting in the increased credit risk from exposure of the local economies. For the six months ended June 30, 2023 rental income from the Company’s three largest tenants represented approximately 26%, 19% and 8% of total rental income. The three largest tenants by revenue as of June 30, 2023 consist of New York Presbyterian Medical Group located in the Cortlandt Manor Medical Center, Stony Brook University Hospital located in the industrial park and an athletic facility in the industrial park. 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. |
Note 11 - Commitments
Note 11 - Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | 11. Commitments As of June 30, 2023, other commitments and contingencies are summarized in the below table: Management employment agreements with bonus* and severance commitment contingencies $ 350,000 Other employee severance commitment contingencies 89,000 Total $ 439,000 * Excludes Retention Bonus Payments Employment agreements - The Company also has an employment agreement with its Chief Operating Officer (“COO”) executed on May 8, 2014 which provides for severance on a termination without cause equal to 6 months of base salary. On January 25, 2018, Gyrodyne entered into an amendment to the employment agreement with the COO to define with greater specificity the COO’s duties and responsibilities with respect to the Company’s properties. Under Company policy the aggregate severance commitment contingency to other employees is approximately $89,000. Retention Bonus Plan- The Plan provides for a bonus pool funded with an amount equal to 5% of the specified appraised value of such properties (set forth in the Plan), so long as the gross selling price of a property is at least equal to its 2013 appraised value as designated in the bonus plan. Additional funding of the bonus pool will occur on a property-by-property basis only if the gross sales price of a property exceeds the Adjusted Appraised Value defined as the sum of (i) its 2013 appraised value and (ii) land development costs incurred on a property since the date of the 2013 appraisal, as follows: 10% on the first 10% of appreciation, 15% on the next 10% of appreciation and 20% on appreciation greater than 20%. 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: Board Members/Employees Bonus Pool Percentage Board Members(a) 45.000 % Board Discretionary Amount (b) 20.000 % Chief Executive Officer 15.474 % Chief Operations Officer 13.926 % Officer Discretionary Amount (c) 1.750 % Other Employees 3.850 % Total 100.000 % (a) 15% for the Chairman and 10% for each of the other three remaining participant directors. Jan Loeb (nominated to the Board on July 28, 2023) is not a participant in the Plan. (b) This amount resulted from the departure of two directors and will be reallocated pursuant to the Plan. (c) The officer discretionary amount of 1.75% will be allocated to the officers within the discretion of the Board. Such shares of the bonus pool are earned only upon the completion of the sale of a property at a gross selling price equal to or greater than its Adjusted Appraised Value and is paid to the named beneficiaries of the Plan or their designees within 60 days of the completion of such sale or, if later, within 60 days of receipt of any subsequent post-completion installment payment related to such sale. The Plan provides that no benefits are to be paid to participants from the sale of any individual post-subdivided lot from either of the Company’s Flowerfield or Cortlandt Manor properties until aggregate sale proceeds from all sales of post-subdivided lots from such property meet or exceed a designated aggregate floor for such property. The aggregate floor for each of the Flowerfield and Cortlandt Manor properties is defined in Amendment No. 3 to the Plan as the 2013 appraisal of such property plus land development costs incurred for such property since such appraisal. The Plan provides for vesting of benefits upon the sale of each individual post-subdivision lot at Flowerfield and Cortlandt Manor. It also provides for entitlement to a future benefit in the event of death, voluntary termination following substantial reduction in compensation or board fees, mutually agreed separation to right-size the board or involuntary termination without cause, except that a participant will only be eligible to receive a benefit to the extent that a property is sold within three years following the separation event and the sale produces an internal rate of return equal to at least four percent of the property’s value as of December 31 immediately preceding such event and that the sale exceeded the Adjusted Appraised Value. On May 6, 2022, the Board unanimously approved an amendment (“Amendment No. 4) to the Company’s Retention Bonus Plan (as amended, the “Plan”). Amendment No. 4 provides that on or after May 6, 2022, the Plan may not be (A) suspended or terminated, or (B) amended in a manner that would reduce, eliminate or otherwise materially impair the manner in which (i) the bonus pool is to be determined, calculated or funded, or (ii) bonus payments are to be made to participants in the Plan. The objective of this change is to enhance the retention value of the Plan by limiting the circumstances under which the Plan may be amended or terminated, e.g., following a change in control of the board or otherwise, in a manner that would deprive participants of the opportunity to earn benefits under the Plan. Amendment No. 4 also provides that once a contract for sale of a property is executed, the Plan’s requirement to continue earning growth at a 4% internal rate of return, applicable to participants who have separated due to death, disability, substantial reduction in compensation or board fees, mutual agreement to “right size” the board or involuntary termination without cause, will no longer apply. The rationale for the elimination of the 4% internal rate of return requirement for the aforementioned categories of separated participants is that a property’s value cannot increase between signing and closing but could decrease as a result of corporate due diligence (such as identifying environmental or other issues), which might decrease the purchase price. Amendment No. 4 also clarifies that a director nominated for reelection but failing to get reelected would be treated as if he or she was terminated without cause (and thus eligible for modified benefits post-termination). Under the Plan, there were no As a result of feedback we received from shareholders, the Company is evaluating various possible changes to the Plan to better align the interests of the Plan participants with those of the shareholders. Deferred Compensation Plan - |
Note 12 - Contingencies
Note 12 - Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Contingencies Disclosure [Text Block] | 12. Contingencies Putative Class Action Lawsuit On August 14, 2015, the Company entered a Stipulation of Settlement (the "Settlement") providing for the settlement of a putative class action lawsuit against the Company and certain related parties. 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. As of June 30, 2023 and December 31, 2022, the value of the remaining unsold properties exceeded the respective 2014 appraised values. Article 78 Proceeding On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties, commenced a special proceeding under Article 78 of New York’s Civil Practice Law & Rules, against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Town of Smithtown Planning Board’s (the “Planning Board”) determinations relating to the Flowerfield Subdivision Application. Specifically, the petition commencing the Article 78 Proceeding (the “Petition”) seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the SEQRA, dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022 of the Flowerfield Subdivision Application. The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process. The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition. Shareholder Nomination The Company received a notice dated April 25, 2023 from Star Equity Fund, LP (“Star Equity”), which allegedly owned approximately 5.4% of our outstanding shares at the time of submission, of its intent to nominate a slate of two General In the normal course of business, the Company is a party to various legal proceedings. 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. |
Note 13 - Fair Value of Financi
Note 13 - Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 13. Fair Value of Financial Instruments Assets and Liabilities Measured at Fair-Value The Company follows authoritative guidance on the fair value option for financial assets, which permits companies to choose to measure certain financial instruments and other items at fair-value in order to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. However, the Company adopted the liquidation basis of accounting, and therefore reports all assets and liabilities at net realizable value. The guidance emphasizes that fair-value is a market-based measurement, not an entity-specific measurement. Therefore, a fair-value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, the guidance establishes a fair-value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy, as defined under FASB ASC Topic No. 820, Fair Value Measurements) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair-value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair Value Measurements - |
Note 14 - Public Health and Mac
Note 14 - Public Health and Macroeconomic Risks | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Effect of Covid-19 Pandemic [Text Block] | 14. Public Health and Macroeconomics The COVID-19 pandemic was a significant factor in prolonging the entitlement process. The pandemic has resulted in a significant shift toward commercial acceptance of remote working and telemedicine which may adversely impact our occupancy rate and average rate per square foot. The Company’s ability to operate seamlessly and limit any adverse impact on its forecasted net asset value will also depend, in part, on whether any of its key employees or key advisers are infected by the Coronavirus and become ill from COVID-19. Concurrently, the geopolitical conflict between Russian and Ukraine increased uncertainty during 2022 and 2023. Inflation has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a recession. Due to increased inflation, the U.S. Federal Reserve raised the federal funds rate a total of seven times during 2022 and four times in 2023. In response, market interest rates have increased significantly during this time. At the same time, the labor market remains historically tight and companies continue to look to add employees, pushing unemployment lower. The extent of the impact of these public health and macroeconomic risks on the Company's operational and financial performance and ultimately its Net Asset Value, will depend on current and future developments, including the duration and spread of the outbreak and related governmental or other regulatory actions and the effectiveness of the COVID-19 vaccine program and other mitigation efforts, and the extent to which interest rate hikes to combat inflation have a recessionary effect. As a result of the foregoing developments, we are unable to determine what the ultimate impact of general economic conditions will be on our timeline for seeking entitlements and selling properties, and ultimately on the amount proceeds and distributions from those sales . |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 15. Related Party Transactions The Company has entered into various leasing arrangements with a not-for-profit organization of which the Company’s Chairman, Paul Lamb, serves as Chairman and a director but receives no compensation or any other financial benefit. In March 2022, a Consolidated Lease Agreement was signed between the Company and the not-for-profit organization that extended the lease to December 2027 and included a 3% annual escalator. The signed Consolidated Lease Agreement reflects a below market lease of $8,829 annually and $44,144 during the extended period. A summary of the additional rent under the new arrangement is as follows: Term Square Feet Annual Rent Total Commitment (excluding renewal options) April 2022-Dec 2027 6,006 $ 51,051 $ 317,455 During the six months ended June 30, 2023, the Company received rental revenue of $26,291. The independent members of the Board of the Company approved all of the leasing transactions described above. The Chairman is also a partner of the firm Lamb & Barnosky, LLP that provided pro bono legal representation to the aforementioned not-for-profit corporation on the lease. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation - |
Liquidation Basis of Accounting [Policy Text Block] | Basis of Presentation - Liquidation Basis of Accounting Under the liquidation basis of accounting, all the Company’s assets have been stated at their estimated net realizable value, or liquidation value, (which represents the estimated amount of cash that Gyrodyne will collect on the disposal of assets as it carries out the plan of liquidation), which is based on independent third-party appraisals, estimates and other indications of sales value. All liabilities of the Company, including those estimated costs associated with implementing the plan of liquidation, have been stated at their estimated settlement amounts. These amounts are presented in the accompanying statements of net assets. These estimates are periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or amount of future distributions or our actual dissolution. The valuation of assets at their net realizable value and liabilities at their anticipated settlement amount represent estimates, based on present facts and circumstances, of the net realizable value of the assets and the costs associated with carrying out the plan of liquidation. The actual values and costs associated with carrying out the plan of liquidation may differ from amounts reflected in the accompanying consolidated financial statements because of the plan’s inherent uncertainty. These differences may be material. 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, 2024. The Company is in the process of pursuing entitlements and density approvals, and our ability to obtain required permits and authorizations is subject to factors beyond our control, including environmental concerns of governmental entities, community groups and purchasers. The process has involved extensive analysis at the government entity level, as well as between government entities such as town planning departments and Gyrodyne and or purchasers, and will continue up until such time as entitlement and density decisions are made by the relevant government entities. The Company hopes to secure favorable decisions on entitlements and density so that we can then seek the sale of our remaining properties with increased development flexibility. Any deviation in use or density between what we are pursuing in our entitlement efforts and what is ultimately permitted could have a material impact on value. The Company believes the process of negotiating purchase agreements, securing final approvals and consummating the sale of our properties will culminate by year-end 2024. The Company intends to aggressively market its properties and negotiate contracts in an effort to complete the process as soon as practicable with the ultimate timeline being largely dependent on factors outside the Company’s control, and therefore there can be no assurance that the Company will be able to meet our formal stated deadline of December 2024. The Company’s assumptions and estimates (including the sales proceeds of all its real estate holdings, selling costs, retention bonus payments, rental revenues, rental expenses, capital expenditures, land entitlement costs, general and administrative fees, director and officer liability and reimbursement, post liquidation insurance tail coverage policy and final liquidation costs) are based on completing the liquidation by December 31, 2024. As previously stated, on an ongoing basis, Gyrodyne evaluates the estimates and assumptions that can have a significant impact on the reported net assets in liquidation and will update respective information accordingly for any costs and value associated with a change in the duration of the liquidation, as we cannot give any assurance on the timing of the ultimate sale of all the Company’s properties. |
Use of Estimates, Policy [Policy Text Block] | Management Estimates |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash equivalents - |
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | Allowance for doubtful accounts |
Earnings Per Share, Policy [Policy Text Block] | Estimated Distributions per Share |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements - |
Note 5 - Estimated Liquidatio_2
Note 5 - Estimated Liquidation and Operating Costs Net of Estimated Receipts (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Liquidation Basis of Accounting, Change in Liability for Estimated Costs in Excess of Estimated Receipts [Table Text Block] | January 1, 2023 Expenditures/ (Receipts) Remeasurement of Assets and Liabilities June 30, 2023 Assets: Estimated rents and reimbursements $ 6,243,080 $ (1,562,118 ) $ 34,239 $ 4,715,201 Prepaid expenses and other assets 963,457 121,412 - 1,084,869 Liabilities: Property operating costs (3,758,067 ) 830,575 65,899 (2,861,593 ) Capital expenditures (303,722 ) 115,531 - (188,191 ) Land entitlement costs (1,204,491 )* 342,478 - (862,013 )* Corporate expenditures (7,190,989 ) 1,648,302 (601,182 ) (6,143,869 ) Selling costs on real estate assets** (3,822,457 ) - - (3,822,457 ) Retention bonus payments to directors, officers and employees** (5,685,539 ) - - (5,685,539 ) Liability for estimated liquidation and operating costs net of estimated receipts $ (14,758,728 ) $ 1,496,180 $ (501,044 ) $ (13,763,592 ) |
Note 6 - Loans Payable (Tables)
Note 6 - Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Years Ending June 30, 2024 $ 297,619 2025 300,961 2026 312,651 2027 4,707,196 2028 4,002,987 Total $ 9,621,414 |
Note 7 - Accounts Payable and_2
Note 7 - Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts Payable Accrued Liabilities June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Current accounts payable $ 594,961 $ 281,174 Accrued liabilities $ 215,562 $ 221,238 Deferred accounts payable (a) 1,315,106 1,164,313 Deferred Compensation to Directors (b) 1,238,572 1,065,971 Total $ 1,910,067 $ 1,445,487 Total $ 1,454,134 $ 1,287,209 |
Note 11 - Commitments (Tables)
Note 11 - Commitments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Other Commitments [Table Text Block] | Management employment agreements with bonus* and severance commitment contingencies $ 350,000 Other employee severance commitment contingencies 89,000 Total $ 439,000 |
Schedule of Allocation of Bonus Pool Percentage [Table Text Block] | Board Members/Employees Bonus Pool Percentage Board Members(a) 45.000 % Board Discretionary Amount (b) 20.000 % Chief Executive Officer 15.474 % Chief Operations Officer 13.926 % Officer Discretionary Amount (c) 1.750 % Other Employees 3.850 % Total 100.000 % |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Term Square Feet Annual Rent Total Commitment (excluding renewal options) April 2022-Dec 2027 6,006 $ 51,051 $ 317,455 |
Note 1 - The Company (Details T
Note 1 - The Company (Details Textual) | 12 Months Ended | |||||
Sep. 01, 2015 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2023 ft² | Jun. 30, 2023 | Jun. 30, 2023 a | Mar. 20, 2023 ft² | |
Number of Real Estate Properties | 2 | |||||
The Corporation [Member] | ||||||
Maximum Value of Asset to Effect Dissolution | $ | $ 1,000,000 | $ 1,000,000 | ||||
Cortlandt Manor Medical Center [Member] | Cortlandt, New York [Member] | ||||||
Area of Real Estate Property | 31,000 | 154,000 | ||||
Area of Land (Acre) | a | 13.8 | |||||
Cortlandt Manor Medical Center [Member] | Cortlandt, New York [Member] | Medical Use [Member] | ||||||
Area of Real Estate Property | 150,000 | |||||
Cortlandt Manor Medical Center [Member] | Cortlandt, New York [Member] | Retail Use [Member] | ||||||
Area of Real Estate Property | 4,000 | |||||
Flowerfield Properties, Inc. [Member] | St. James, New York [Member] | Controlled by Parent Company [Member] | ||||||
Area of Real Estate Property | a | 63 | |||||
Flowerfield Properties, Inc. [Member] | St. James, New York [Member] | Multi-Tenant Industrial Park [Member] | ||||||
Area of Real Estate Property | 135,000 | 14 |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 01, 2015 | Dec. 31, 2021 | |
The Corporation [Member] | ||
Maximum Value of Asset to Effect Dissolution | $ 1,000,000 | $ 1,000,000 |
Note 4 - Statements of Net As_2
Note 4 - Statements of Net Assets in Liquidation (Details Textual) - USD ($) | 6 Months Ended | 18 Months Ended | 30 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2022 | |
Liquidation Basis of Accounting, Net Increase (Decrease) in Liquidation Value Per Share | $ 0.34 | |||
Liquidation Basis of Accounting, Land Entitlement Costs Incurred | $ 862,000 | |||
Basis of Accounting, Liquidation [Member] | ||||
Net Assets, Ending Balance | $ 29,866,455 | $ 30,367,499 | ||
Liquidation Basis of Accounting, Common Stock Per Share, Net | $ 20.14 | $ 20.48 | ||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 1,482,680 | |||
Liquidation Basis of Accounting, Net Increase (Decrease) in Liquidation Value | $ 501,044 | |||
Liquidation Basis of Accounting, Land Entitlement Costs Incurred | $ 342,000 | |||
Liquidation Basis of Accounting, Common Stock Per Share | $ 20.14 | $ 20.48 | ||
Forecast [Member] | ||||
Operating Lease, Lease Income, Total | $ 862,000,000,000 | |||
Liquidation Basis of Accounting, Land Entitlement Costs | $ 862,000 | |||
Real Estate Tax Expense | 218,000 | |||
Regulatory Fees | 363,500 | |||
Deferred Amount on Future Land Entitlement Costs | $ 105,000 |
Note 5 - Estimated Liquidatio_3
Note 5 - Estimated Liquidation and Operating Costs Net of Estimated Receipts (Details Textual) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities | $ 13,763,592 |
Liquidation Basis of Accounting, Land Entitlement Costs Incurred, Amount Deferred | 105,000 |
Liquidation Basis of Accounting, Land Entitlement Costs Incurred | $ 862,000 |
Note 5 - Estimated Liquidatio_4
Note 5 - Estimated Liquidation and Operating Costs Net of Estimated Receipts - Changes in Liability for Estimated Costs in Excess of Estimated Receipts (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Liability for estimated liquidation and operating costs net of estimated receipts | $ (13,763,592) |
Basis of Accounting, Liquidation [Member] | |
Estimated rents and reimbursements | 6,243,080 |
Estimated rents and reimbursements | (1,562,118) |
Estimated rents and reimbursements | 34,239 |
Estimated rents and reimbursements | 4,715,201 |
Prepaid expenses and other assets | 963,457 |
Prepaid expenses and other assets | 121,412 |
Prepaid expenses and other assets | 1,084,869 |
Property operating costs | (3,758,067) |
Property operating costs | 830,575 |
Property operating costs | (65,899) |
Property operating costs | (2,861,593) |
Common area capital expenditures | (303,722) |
Common area capital expenditures | 115,531 |
Common area capital expenditures | 0 |
Common area capital expenditures | (188,191) |
Land entitlement costs* | (1,204,491) |
Land entitlement costs* | 342,478 |
Land entitlement costs* | 0 |
Land entitlement costs* | (862,013) |
Corporate expenditures | (7,190,989) |
Corporate expenditures | 1,648,302 |
Corporate expenditures | (601,182) |
Corporate expenditures | (6,143,869) |
Selling costs on real estate assets | (3,822,457) |
Selling costs on real estate assets | 0 |
Selling costs on real estate assets | 0 |
Selling costs on real estate assets | (3,822,457) |
Retention bonus payments to Directors, executives and employees** | (5,685,539) |
Retention bonus payments to Directors, executives and employees** | 0 |
Retention bonus payments to Directors, executives and employees** | 0 |
Retention bonus payments to Directors, executives and employees** | (5,685,539) |
Liability for estimated liquidation and operating costs net of estimated receipts | (14,758,728) |
Liability for estimated liquidation and operating costs net of estimated receipts | 1,496,180 |
Liability for estimated liquidation and operating costs net of estimated receipts | (501,044) |
Liability for estimated liquidation and operating costs net of estimated receipts | $ (13,763,592) |
Note 6 - Loans Payable (Details
Note 6 - Loans Payable (Details Textual) | Sep. 15, 2021 USD ($) | Apr. 30, 2021 USD ($) | Apr. 01, 2021 | Jan. 24, 2019 USD ($) | Jun. 30, 2023 USD ($) a | Mar. 12, 2023 USD ($) | Dec. 31, 2022 a | May 20, 2021 USD ($) | Mar. 21, 2018 USD ($) |
Escrow Deposit | $ 97,000 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 0 | ||||||||
Cash Transferred From Signature Bank to Signature Bridge Bank [Member] | |||||||||
Cash, FDIC Insured Amount | 61,000 | ||||||||
Term Loan [Member] | |||||||||
Long-term Line of Credit, Total | $ 4,800,580 | ||||||||
Debt Instrument, Face Amount | $ 4,950,000 | ||||||||
Term Loan [Member] | If Maturity Date Is Extended [Member] | |||||||||
Debt Instrument, Covenant, Maximum Loan to Value Ratio of the Property | 70% | ||||||||
Debt Instrument, Covenant, Minimum Debt Service Coverage Ratio | 1.3 | ||||||||
Debt Instrument, Fee Amount | $ 150 | ||||||||
Extended Term Loan [Member] | |||||||||
Debt Instrument, Amortization Period (Year) | 30 years | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||||
Cortlandt Manor Medical Center [Member] | Asset Pledged as Collateral [Member] | |||||||||
Area of Real Estate Property | a | 5.01 | ||||||||
Real Estate Securing Mortgage Loan [Member] | Flowerfield Industrial Park [Member] | |||||||||
Area of Real Estate Property | a | 31.8 | ||||||||
Maximum [Member] | |||||||||
Escrow Deposit | $ 109,000 | ||||||||
If Maturity Date Is Extended [Member] | Term Loan [Member] | |||||||||
Debt Instrument, Amortization Period (Year) | 25 years | ||||||||
US Treasury (UST) Interest Rate [Member] | Extended Term Loan [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||
Non-revolving Credit Line [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | ||||||||
Long-term Line of Credit, Total | $ 2,200,000 | $ 2,035,734 | |||||||
Non-revolving Credit Line [Member] | Federal Home Loan Bank Rate [Member] | After Interest Only Payment Period [Member] | |||||||||
Debt Instrument, Amortization Period (Year) | 20 years | ||||||||
Non-revolving Credit Line [Member] | Federal Home Loan Bank Rate [Member] | After Interest Only Payment Period [Member] | Minimum [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.85% | ||||||||
Non-revolving Credit Line 2 [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | ||||||||
Long-term Line of Credit, Total | $ 2,785,100 | $ 3,000,000 | |||||||
Non-revolving Credit Line 2 [Member] | After Interest Only Payment Period [Member] | |||||||||
Debt Instrument, Amortization Period (Year) | 20 years | ||||||||
Non-revolving Credit Line 2 [Member] | Federal Home Loan Bank Rate [Member] | After Interest Only Payment Period [Member] | Minimum [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.85% | ||||||||
Non-revolving Credit Line 3 [Member] | |||||||||
Repayments of Debt | $ 1,050,000 | ||||||||
Non-revolving Credit Line 3 [Member] | Term Loan [Member] | |||||||||
Debt Instrument, Term | 5 years | ||||||||
Debt Instrument, Extension Term | 5 years |
Note 6 - Loans Payable - Loan M
Note 6 - Loans Payable - Loan Maturity (Details) | Jun. 30, 2023 USD ($) |
2024 | $ 297,619 |
2025 | 300,961 |
2026 | 312,651 |
2027 | 4,707,196 |
2028 | 4,002,987 |
Total | $ 9,621,414 |
Note 7 - Accounts Payable and_3
Note 7 - Accounts Payable and Accrued Liabilities (Details Textual) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Director Fees, Deferred, Percentage | 100% | 100% | 100% | |
Forecast [Member] | ||||
Director Fees, Deferred, Percentage | 100% |
Note 7 - Accounts Payable and_4
Note 7 - Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Current accounts payable | $ 594,961 | $ 281,174 | |
Accrued liabilities | 215,562 | 221,238 | |
Deferred accounts payable (a) | [1] | 1,315,106 | 1,164,313 |
Deferred Compensation to Directors (b) | [2] | 1,238,572 | 1,065,971 |
Total accounts payable | 1,910,067 | 1,445,487 | |
Total, accrued liabilities | $ 1,454,134 | $ 1,287,209 | |
[1]The Company reached informal agreements with certain service vendors to defer payment until the closing of the first property lot sale that is the subject of either the Flowerfield or Cortlandt Manor subdivision, respectively.[2]The director fees and interest accrued under the deferred Compensation Plan where each director elected to defer 100% of his fees for 2023, 2022, 2021 and 2020. This amount also includes the deferred compensation of a former Board advisor per an agreement to defer payments due under an advisor agreement. |
Note 9 - Credit Quality of Re_2
Note 9 - Credit Quality of Rents Receivable (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 0 | $ 0 |
Note 10 - Concentration of Cr_2
Note 10 - Concentration of Credit Risk (Details Textual) - Rental Income [Member] - Customer Concentration Risk [Member] | 6 Months Ended |
Jun. 30, 2023 | |
Customer 1 [Member] | |
Concentration Risk, Percentage | 26% |
Customer 2 [Member] | |
Concentration Risk, Percentage | 19% |
Customer 3 [Member] | |
Concentration Risk, Percentage | 8% |
Note 11 - Commitments (Details
Note 11 - Commitments (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 11, 2022 | Jan. 01, 2020 | May 31, 2014 | |
Other Commitment, Total | $ 439,000 | |||||||
Bonus Pool Funding as Percentage of Appraised Value of Contributed Properties | 5% | |||||||
Additional Bonus Pool Funding, Percentage of Gross Sales Price on First Ten Percent Of Property Appreciation | 10% | |||||||
Additional Bonus Pool, Funding Percentage of Gross Sales Price on Second Ten Percent of Property Appreciation | 15% | |||||||
Additional Bonus Pool Funding, Percentage of Gross Sales Price on Property Appreciation Greater than Twenty Percent | 20% | |||||||
Retention Bonus Plan, Internal Rate of Return (in dollars per share) | $ 4 | $ 4 | ||||||
Payment for Retention Bonus Plan | $ 0 | |||||||
Deferred Compensation Arrangement Fixed Interest Rate | 5% | |||||||
Director Fees, Deferred, Percentage | 100% | 100% | 100% | |||||
Forecast [Member] | ||||||||
Director Fees, Deferred, Percentage | 100% | |||||||
Chief Executive Officer [Member] | Bonus Payable [Member] | ||||||||
Other Commitment, Total | 125,000 | |||||||
Other Employees [Member] | ||||||||
Supplemental Unemployment Benefits, Severance Benefits | $ 89,000 | |||||||
Board of Directors Chairman [Member] | ||||||||
Bonus Pool Distribution Proportions | 15% | |||||||
Other 4 Directors [Member] | ||||||||
Bonus Pool Distribution Proportions | 10% | |||||||
Executives and Employees [Member] | ||||||||
Bonus Pool Distribution Proportions | 1.75% |
Note 11 - Commitments - Other C
Note 11 - Commitments - Other Commitments (Details) | Jun. 30, 2023 USD ($) | |
Contractual obligation | $ 439,000 | |
Management Employment Agreements with Bonus and Severance Commitment Contingencies [Member] | ||
Contractual obligation | 350,000 | [1] |
Other Employee Severance Commitment Contingencies [Member] | ||
Contractual obligation | $ 89,000 | |
[1] Excludes Retention Bonus Payments |
Note 11 - Commitments - Allocat
Note 11 - Commitments - Allocation of Retention Bonus (Details) | Jun. 30, 2023 | |
Board Members(a) | 100% | |
Board Members [Member] | ||
Board Members(a) | 45% | [1] |
Board Members and Employees [Member] | ||
Board Members(a) | 20% | [2] |
Chief Executive Officer [Member] | ||
Board Members(a) | 15.474% | |
Chief Operating Officer [Member] | ||
Board Members(a) | 13.926% | |
Officer [Member] | ||
Board Members(a) | 1.75% | [3] |
Other Employees [Member] | ||
Board Members(a) | 3.85% | |
[1]15% for the Chairman and 10% for each of the other three remaining participant directors. Jan Loeb (nominated to the Board on July 28, 2023) is not a participant in the Plan.[2]This amount resulted from the departure of two directors and will be reallocated pursuant to the Plan.[3]The officer discretionary amount of 1.75% will be allocated to the officers within the discretion of the Board. |
Note 12 - Contingencies (Detail
Note 12 - Contingencies (Details Textual) - Star Equity Fund, LP [Member] | Apr. 25, 2023 |
Ownership Percentage | 5.40% |
Number of Candidates for Election | 2 |
Note 15 - Related Party Trans_3
Note 15 - Related Party Transactions (Details Textual) - Not-for-profit Corporation [Member] - USD ($) | 2 Months Ended | 6 Months Ended |
Mar. 01, 2022 | Jun. 30, 2023 | |
Operating Lease, Lease Income, Total | $ 26,291 | |
Lease Term March 2022 Through December 2027 [Member] | ||
Escalators and Agreements, Percentage | 3% | |
Below Market Lease, Annual Rent | $ 8,829 | |
Below Market Lease, Total Commitment to be Received | $ 44,144 |
Note 15 - Related Party Trans_4
Note 15 - Related Party Transactions - Summary of Leasing Arrangements (Details) - Not-for-profit Corporation [Member] - Lease Term April Through December 2022 [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) ft² | |
Square Feet (Square Foot) | ft² | 6,006 |
Annual Rent | $ 51,051 |
Total commitment | $ 317,455 |