Gyrodyne (GYRO) risk factors, FY2025 10-K

Other

1. 01There are risks associated with seeking to enhance the value of certain properties
2. 02we may experience delays in the repositioning or improvement process
3. 03Community opposition could adversely impact our efforts to obtain entitlements and enhance the value of our properties34% rewritten
4. 04We cannot assure you of the exact timing and amount of any further distributions to our shareholders
5. 05If we are unable to find buyers for our properties at our expected sales prices, distributions may be delayed or reduced
6. 06Distributions to shareholders may be delayed or reduced as a result of sale agreement provisions, including under our agreement with B2K, that allow purchasers to terminate agreements, that result in purchaser defaults or that make the purchase price contingent upon site plan approval37% rewritten
7. 07Illiquidity of real estate and lack of diversification may make it difficult for us to sell properties or achieve satisfactory returns in one or more properties within projected timelines
8. 08If our land entitlement and liquidation costs or unpaid liabilities are greater than we expect, our distributions to our shareholders may be delayed or reduced
9. 09Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, sales of assets and changes to executive and director compensation97% rewritten
10. 10The Company also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000New
11. 11Through December 31, 2025, the cumulative cost to the Company of responding to and resolving the foregoing shareholder activist campaigns, including changes to our incentive compensation arrangements, was approximately $1,050,000New
12. 12Stipulation of Settlement prohibits us from selling our remaining properties at prices below December 2014 appraised values
13. 13As of December 31, 2025, the aggregate appraised value of our remaining unsold properties exceeded the respective 2014 aggregate appraised value for such properties
14. 14Risks incidental to real estate ownership and management
15. 15Our shareholders may be liable to our creditors for an amount up to the amount distributed by us if our reserves for payments to creditors are inadequate
16. 16Our properties may subject us to known and unknown liabilities
17. 17liabilities incurred in the ordinary course of business42% rewritten
18. 18Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders
19. 19If we are unable to maintain the occupancy rates of currently leased space and/or to lease currently available space, if tenants default under their leases or other obligations to us or if our cash flow is otherwise less than we expect, distributions to our shareholders may be delayed or reduced
20. 20We may be unable to renew expiring leases or re-lease vacant space on a timely basis or on attractive terms, which could have a material adverse effect on our results of operations and cash flowNew
21. 21We are subject to risks associated with the financial condition of our tenants
22. 22The loss of a major tenant could adversely affect our financial condition21% rewritten
23. 23We may experience increased operating costs, which might reduce our estimated net assets and the sales prices received for our properties
24. 24Some of our potential losses may not be covered by insurance
25. 25We may incur costs to comply with environmental laws
26. 26Our business, operations and timelines for pursuing entitlements, property sales and distributions of proceeds could be adversely affected by the Coronavirus pandemic
27. 27Also, the Company’s ability to operate seamlessly and limit any adverse impact on our forecasted Net Asset Value will depend in part on whether any of our key employees are infected by the Coronavirus and become ill from COVID-19
28. 28A sustained or further increase in inflation could have an adverse impact on our operating expenses, and higher interest rates could result in lower sales proceeds from future dispositions
29. 29Our common shares are thinly traded and there may not be an active, liquid trading market for our common shares
30. 30If our common shares are delisted from Nasdaq, shareholders may find it difficult to dispose of their shares
31. 31We do not anticipate making distributions other than distributions from property dispositions or of liquidation proceeds
32. 32July 7, 2017 – A special distribution of $1.00 per share
33. 33The value of our medical office park may be affected by factors in the healthcare industry
34. 34Investment in medical parks is capital intensive
35. 35Our medical office properties and tenants are subject to competition
36. 36Federal health care legislation has affected medical office real estate
37. 37Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in the portfolio in response to changing economic, financial and investment conditions is limited
38. 38changes in operating expenses; and
39. 39We are subject to risks stemming from the New York State budgets
40. 40Our investments are concentrated in a single industry, making us more vulnerable economically than if our investments were more diversifiedNew
41. 41Geographic concentration of our properties will make our business vulnerable to economic downturns in the New York metropolitan area
42. 42We are subject to risks associated with renovations and capital improvements
43. 43Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our tenant and other business relationships, all of which could negatively impact our financial condition
44. 44Our mortgage indebtedness could adversely impact the value of our shareholders’ investment if the value of the property securing the debt falls or if we are forced to refinance the debt during adverse economic conditions26% rewritten
45. 45The 2021 Mortgage Loan is secured by the Cortlandt Manor property located at 1985 Crompond Road (5.01 acres)39% rewritten
46. 46Changes in federal tax law could adversely affect the tax treatment of distributions to our shareholders
47. 47Loss of key management personnel65% rewritten