US Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended JULY 31, 2004
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number 0-1684
Gyrodyne Company of America, Inc.
(Exact name of small business issuer as specified in its charter)
New York 11-1688021
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
102 Flowerfield, St. James, N.Y. 11780
(Address of principal executive offices)
(631) 584-5400
(Issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12,13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,165,491 shares of common stock, par
value $1.00 per share, as of July 31, 2004
Transitional Small Business Disclosure Format (Check One): Yes |_| No |X|
Seq. Page 1
INDEX TO QUARTERLY REPORT
QUARTER ENDED JULY 31, 2004
Seq. Page
Form 10-QSB Cover 1
Index to Form 10-QSB 2
Part I Financial Information 3
Item I Financial Statements 3
Consolidated Balance Sheet 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Footnotes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Item 3 Controls and Procedures 11
Part II - Other Information 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification 13
Exhibit 32.1 CEO/CFO Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 14
Seq. Page 2
Part I Financial Information
Item I Financial Statements
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
July 31,
2004
------------
ASSETS
REAL ESTATE
Rental property:
Land $ 4,250
Building and improvements 3,925,421
Machinery and equipment 160,489
------------
4,090,160
Less accumulated depreciation 3,365,381
------------
724,779
------------
Land held for development:
Land 792,201
Land development costs 3,925,282
------------
4,717,483
------------
Total real estate, net 5,442,262
CASH AND CASH EQUIVALENTS 1,124,728
RENT RECEIVABLE, net of allowance for doubtful accounts of $74,261 144,295
MORTGAGE RECEIVABLE 1,800,000
PREPAID EXPENSES AND OTHER ASSETS 411,119
PREPAID PENSION COSTS 1,370,399
------------
$ 10,292,803
============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable and accrued expenses $ 335,076
Deferred gain on sale of real estate 1,573,900
Tenant security deposits payable 198,285
Revolving credit line 696,287
Loans payable 25,902
Deferred income taxes 1,719,000
------------
Total liabilities 4,548,450
------------
STOCKHOLDERS' EQUITY:
Common stock, $1 par value; authorized 4,000,000 shares;
1,531,086 shares issued 1,531,086
Additional paid-in capital 7,449,199
Deficit (983,010)
------------
7,997,275
Less the cost of 365,595 shares of common stock held in the treasury (2,252,922)
------------
Total stockholders' equity 5,744,353
------------
$ 10,292,803
============
See notes to consolidated financial statements
Seq. Page 3
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
July 31,
2004 2003
---- ----
REVENUE FROM RENTAL PROPERTY $ 499,922 $ 558,184
---------------------------
RENTAL PROPERTY EXPENSES:
Real estate taxes 37,617 34,559
Operating and maintenance 134,839 113,073
Interest expense 9,052 12,353
Depreciation 18,058 19,433
---------------------------
199,566 179,418
---------------------------
INCOME FROM RENTAL PROPERTY 300,356 378,766
GENERAL AND ADMINISTRATIVE 415,895 359,766
---------------------------
(LOSS) INCOME FROM OPERATIONS (115,539) 19,000
OTHER INCOME:
Interest income 27,562 27,389
---------------------------
(LOSS) INCOME BEFORE INCOME TAXES (87,977) 46,389
(BENEFIT) PROVISION FOR INCOME TAXES (35,191) 18,555
---------------------------
NET (LOSS) INCOME $ (52,786) $ 27,834
===========================
NET (LOSS) INCOME PER COMMON SHARE:
Basic $ (0.05) $ 0.02
===========================
Diluted $ (0.05) $ 0.02
===========================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 1,155,838 1,117,062
===========================
Diluted 1,155,838 1,160,368
===========================
See notes to consolidated financial statements
Seq. Page 4
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
July 31,
2004 2003
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (52,786) $ 27,834
---------------------------
Adjustments to reconcile net (loss) income to net
cash used in operating activities:
Depreciation and amortization 28,484 28,348
Bad debt expense 3,000 0
Deferred income tax provision 0 18,555
Pension expense 55,236 59,217
Changes in operating assets and liabilities:
Increase in assets:
Land development costs (290,969) (267,330)
Accounts receivable (54,213) (48,822)
Prepaid expenses and other assets (190,889) (266,439)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 102,267 (136,627)
Income taxes payable (28,306) 0
Tenant security deposits 3,309 3,569
---------------------------
Total adjustments (372,081) (609,529)
---------------------------
Net cash used in operating activities (424,867) (581,695)
---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (9,997) (15,497)
---------------------------
Net cash used in investment activities (9,997) (15,497)
---------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans payable (3,051) (8,635)
Loan origination fees 0 73,519
Proceeds from exercise of stock options 0 40,294
---------------------------
Net cash (used in) provided by financing activities (3,051) 105,178
---------------------------
Net decrease in cash and cash equivalents (437,915) (492,014)
Cash and cash equivalents at beginning of period 1,562,643 2,231,317
---------------------------
Cash and cash equivalents at end of period $ 1,124,728 $ 1,739,303
===========================
See notes to consolidated financial statements
Seq. Page 5
FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Quarterly Presentations:
The accompanying quarterly financial statements have been prepared in conformity
with accounting principles generally accepted in the United States ("GAAP"). The
financial statements of the Registrant included herein have been prepared by the
Registrant pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) and, in the opinion of management, reflect all adjustments
which are necessary to present fairly the results for the three month periods
ended July 31, 2004 and 2003.
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 financial statements and
footnotes therein included in the audited annual report on Form 10-KSB as of
April 30, 2004.
The results of operations for the three month period ended July 31, 2004 are not
necessarily indicative of the results to be expected for the full year.
2. Principle of Consolidation:
The accompanying consolidated financial statements include the accounts of
Gyrodyne Company of America, Inc. ("Company") and its wholly-owned subsidiaries.
All intercompany balances and transactions have been eliminated.
3. Earnings Per Share:
Basic earnings per common share are computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period.
Dilutive earnings per share gives effect to stock options and warrants which are
considered to be dilutive common stock equivalents. Treasury shares have been
excluded from the weighted average number of shares.
The following is a reconciliation of the weighted average shares:
Three Months Ended
July 31,
2004 2003
------------------------------------------------------------------
Basic 1,155,838 1,117,062
------------------------------------------------------------------
Effect of dilutive securities 0 43,306
------------------------------------------------------------------
Diluted 1,155,838 1,160,368
-----------------------------------------=========================
4. Income Taxes:
Deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.
5. Revolving Credit Note:
The Company has a $1,750,000 revolving credit line with a bank, bearing interest
at a rate of prime plus one percent which was 5.25% at July 31, 2004. The line
is secured by certain real estate and expires on June 1, 2006.
6. Stock Options:
We have elected the disclosure only provisions of Statement of Financial
Accounting Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123") in accounting for our employee stock options. Accordingly, no compensation
expense has been recognized. Had we recorded compensation expense for the stock
options based on the fair value at the grant date for awards in the three months
ended July 31, 2004 and 2003 consistent with the provisions of SFAS 123, our net
(loss) income and net (loss) income per share would have been adjusted as
follows:
Seq. Page 6
Three Months Ended
July 31,
2004 2003
---- ----
Net (loss) income, as reported $ (52,786) $ 27,834
Deduct: Total stock-based employee compensation
expense determined under fair value based method,
net of related tax effects 0 (94,000)
----------------------
Pro forma net (loss) $ (52,786) $ (66,166)
======================
Net (loss) income per share:
Basic - as reported $ (0.05) $ 0.02
----------------------
Basic - pro forma $ (0.05) $ (0.06)
----------------------
Diluted - as reported $ (0.05) $ 0.02
----------------------
Diluted - pro forma $ (0.05) $ (0.06)
----------------------
7. Shareholder Rights Agreement:
On August 10, 2004, the Board of Directors of the Company adopted a Shareholder
Rights Agreement and declared a dividend distribution of one right for each
outstanding share of common stock of the Company held by stockholders of record
on August 27, 2004. Each right entitles the holder to purchase from the Company
one share of the Company's common stock at an exercise price of $75.00 per
share. Initially the rights will not be exercisable, certificates will not be
sent to stockholders, and the rights will automatically trade with the common
stock. The principal terms of the Shareholder Rights Agreement are as follows:
a. Unless previously redeemed by the Board of Directors, the rights become
exercisable upon the earlier of the tenth business day following the date
("Stock Acquisition Date") on which there is a public announcement that a
person or group of persons ("Acquiring Person") has acquired beneficial
ownership of 20% or more of the outstanding common stock of the Company or
the tenth business day after the date an Acquiring Person has offered to
purchase 20% or more of the Company's outstanding common stock.
b. If, after the time that a person or group of persons becomes an
Acquiring Person, the Company were to be acquired in a merger or other
business combination or more than 50% of the assets or earning power of
the Company and its subsidiaries were to be sold or transferred, each
holder of a right, other than the Acquiring Person, will have the right to
receive, upon payment of the exercise price, that number of shares of
common stock of the acquiring company having a market value at the time of
the transaction equal to two times the exercise price.
c. At any time prior to the acquisition by an Acquiring Person of 50% or
more of the outstanding common stock, the Board of Directors of the
Company may exchange the rights (other than rights owned by Acquiring
Person), in whole or in part, at an exchange ratio of one share of common
stock per right (subject to adjustment).
d. At any time prior to the tenth business day after the Stock Acquisition
Date (or such later date as the Board of Directors may determine), the
Company may redeem the rights at a price of $0.005 per right.
e. The Company may amend the rights in any manner, with certain
exceptions.
f. Until a right is exercised, the holder will have no rights as a
stockholder of the Company, including the right to vote or to receive
dividends.
g. The rights will expire at the close of business on August 11, 2014 or,
if distributed before August 11, 2014, at the close of business on the
90th day following the distribution date.
Seq. Page 7
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) Not Applicable
(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The statements made in this Form 10-QSB that are not historical facts contain
"forward-looking information" within the meaning of the Private Securities
Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, both as amended, which can
be identified by the use of forward-looking terminology such as "may," "will,"
"anticipates," "expects," "projects," "estimates," "believes," "seeks," "could,"
"should," or "continue," the negative thereof, other variations or comparable
terminology. Important factors, including certain risks and uncertainties with
respect to such forward-looking statements that could cause actual results to
differ materially from those reflected in such forward looking statements
include, but are not limited to, the effect of economic and business conditions,
including risk inherent in the Long Island, New York real estate market, the
ability to obtain additional capital and other risks detailed from time to time
in our SEC reports. We assume no obligation to update the information in this
Form 10-QSB.
Critical Accounting Policies
The consolidated financial statements of the Company include accounts of the
Company and all majority-owned and controlled subsidiaries. The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions in certain circumstances that affect amounts reported
in the Company's consolidated financial statements and related notes. In
preparing these financial statements, management has utilized information
available including its past history, industry standards and the current
economic environment, among other factors, in forming its estimates and
judgments of certain amounts included in the consolidated financial statements,
giving due consideration to materiality. It is possible that the ultimate
outcome as anticipated by management in formulating its estimates inherent in
these financial statements might not materialize. However, application of the
critical accounting policies below involves the exercise of judgment and use of
assumptions as to future uncertainties and, as a result, actual results could
differ from these estimates. In addition, other companies may utilize different
estimates, which may impact comparability of the Company's results of operations
to those of companies in similar businesses.
Revenue Recognition
Rental revenue is recognized on a straight-line basis, which averages minimum
rents over the terms of the leases. The excess of rents recognized over amounts
contractually due, if any, is included in deferred rents receivable on the
Company's balance sheets. Certain leases also provide for tenant reimbursements
of common area maintenance and other operating expenses and real estate taxes.
Ancillary and other property related income is recognized in the period earned.
Real Estate
Rental real estate assets, including land, buildings and improvements,
furniture, fixtures and equipment are recorded at cost. Tenant improvements,
which are included in buildings and improvements, are also stated at cost.
Expenditures for ordinary maintenance and repairs are expensed to operations as
they are incurred. Renovations and/or replacements, which improve or extend the
life of the asset, are capitalized and depreciated over their estimated useful
lives.
Depreciation is computed utilizing the straight-line method over the estimated
useful life of ten to thirty years for buildings and improvements and three to
twenty years for machinery and equipment.
The Company is required to make subjective assessments as to the useful life of
its properties for purposes of determining the amount of depreciation to reflect
on an annual basis with respect to those properties. These assessments have a
direct impact on the Company's net income. Should the Company lengthen the
expected useful life of a particular asset, it would be depreciated over more
years, and result in less depreciation expense and higher annual net income.
Real estate held for development is stated at the lower of cost or net
realizable value. In addition to land, land development and construction costs,
real estate held for development includes interest, real estate taxes and
related development and construction overhead costs which are capitalized during
the development and construction period.
Net realizable value represents estimates, based on management's present plans
and intentions, of sale price less development and disposition cost, assuming
that disposition occurs in the normal course of business.
Seq. Page 8
Long Lived Assets
On a periodic basis, management assesses whether there are any indicators that
the value of the real estate properties may be impaired. A property's value is
impaired only if management's estimate of the aggregate future cash flows
(undiscounted and without interest charges) to be generated by the property is
less than the carrying value of the property. Such cash flows consider factors
such as expected future operating income, trends and prospects, as well as the
effects of demand, competition and other factors. To the extent impairment
occurs, the loss will be measured as the excess of the carrying amount of the
property over the fair value of the property.
The Company is required to make subjective assessments as to whether there are
impairments in the value of its real estate properties and other investments.
These assessments have a direct impact on the Company's net income, since an
impairment charge results in an immediate negative adjustment to net income. In
determining impairment, if any, the Company has adopted Financial Accounting
Standards Board ("FASB") Statement No. 144, "Accounting for the Impairment or
Disposal of Long Lived Assets."
Stock-Based Compensation
The Company applies the intrinsic value-based method of accounting prescribed by
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations, to account for stock-based employee
compensation plans and reports pro forma disclosures in its Form 10-KSB filings
by estimating the fair value of options issued and the related expense in
accordance with SFAS No. 123. Under this method, compensation cost is recognized
for awards of shares of common stock or stock options to directors, officers and
employees of the Company only if the quoted market price of the stock at the
grant date (or other measurement date, if later) is greater than the amount the
grantee must pay to acquire the stock.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2004
AS COMPARED TO THE THREE MONTHS ENDED JULY 31, 2003
The Company is reporting a net loss of $52,786 for the quarter ending July 31,
2004 compared to net income of $27,834 for the same period last year, a decrease
of $80,620. Diluted per share (loss) earnings amounted to ($0.05) and $0.02 for
the two periods, respectively.
Revenue from rental property, which amounted to $499,922 for the current
quarter, reflects a 10% decline of $58,262 when compared to the $558,184
reported for the same period last year. This decline was primarily the result of
the Company negotiating a renewal lease for an existing tenant who required less
space, reducing rent in the current quarter by $25,899. In addition, the Company
agreed to temporary concessions with another tenant while attempting to
renegotiate an existing long term lease. These concessions reduced revenues from
the prior year quarter by $25,061.
Rental property expenses amounted to $199,566 for the July 31, 2004 quarter as
compared to $179,418 for the same period last year. For the most part, this
increase of $20,148 is attributable to the operating and maintenance of the
rental property for which there were several contributing factors. The primary
factor was an increase in the premiums on the Company's property and casualty
insurance policy which amounted to $27,583 over the same period last year. The
insurance marketplace for non-owner occupied buildings has become increasingly
difficult and we anticipate that our annualized expenses will increase by
approximately $80,000. Expenses associated with the maintenance of building,
grounds, air conditioning and equipment decreased by $5,581.
In addition, real estate taxes increased by $3,058 while interest expense and
depreciation costs decreased by $3,301 and $1,375, respectively. Real estate
taxes reflect a traditional annual increase while the decrease in interest
expense reflects the fact that two interest payments were expensed in May of
last year as a result of restructuring the Company's debt. Depreciation costs
decreased as a result of several fixed assets becoming fully depreciated in the
prior fiscal year.
As a result, income from rental property decreased by $78,410 amounting to
$300,356 and $378,766 for the quarter ending July 31, 2004 and 2003,
respectively.
General and administrative expenses amounted to $415,895 for the current
reporting period. This represents a 16% or $56,129 increase over the $359,766
reported for the same period during the prior year and is primarily attributable
to an increase of $41,320 related to stockholder expenses. Of this total,
$34,130 is related to the establishment of a Shareholder Rights Plan with the
balance being expenses incurred on certain SEC filings. In addition, there was
an increase in the premiums associated with the Company's directors and officers
liability insurance totaling $6,672, as well as salary and benefit increases of
$6,427.
Based on the foregoing, the Company experienced a loss from operations totaling
$115,539 compared to income of $19,000 for the same period last year.
Other income remained stable and amounted to $27,562 and $27,389 for the 2004
and 2003 reporting periods, respectively.
Seq. Page 9
As a result, the Company is reporting a loss before taxes of $87,977 compared to
income before taxes of $46,389 for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $424,867 and $581,695 during the three
months ended July 31, 2004 and 2003, respectively. The principal use of cash in
both periods were funds used in connection with planning and pre-construction
costs associated with land development plans for the golf course community. The
Company also incurred costs included in the capitalized land development costs
pertaining to legal, and communication costs to shareholders and the community
regarding the Stony Brook University condemnation of the Company's real estate
property.
Net cash used in investing activities was $9,997 and $15,497 during the three
months ended July 31, 2004 and 2003, respectively. The use of cash in both
periods was for the acquisition of property, plant and equipment.
Net cash (used in) provided by financing activities was $(3,051) and $105,178
during the three months ended July 31, 2004 and 2003, respectively. The net cash
used in the current period was the result of the repayment of loans payable. The
net cash proceeds during the prior period were primarily the result of the
refinancing of mortgage debt on the Flowerfield property. The Company has a
$1,750,000 revolving credit line with a bank, bearing interest at a rate of
prime plus one percent which was 5.25% at July 31, 2004. The unused portion of
the credit line of $1,053,713 will enhance our financial position and liquidity
and be available, if needed, to fund any unforeseen expenses associated with the
Company's development plan. Also during the three months ended July 31, 2003,
the Company received $40,294 in cash proceeds from the exercise of stock
options.
As of July 31, 2004, the Company had cash and cash equivalents of $1,124,728 and
anticipates having the capacity to fund normal operating and administrative
expenses, its regular debt service requirements and the remaining predevelopment
expenses related to securing entitlements for the planned residential golf
course community. To date, expenses associated with the development of the
Flowerfield property, which have been capitalized, total $3,925,282. As of July
31, 2004, the portion of those expenses attributable to the residential golf
course community amount to $1,941,783. Working capital, which is the total of
current assets less current liabilities as shown in the accompanying chart,
amounted to $1,043,111 at July 31, 2004.
July 31,
--------
2004 2003
---- ----
Current assets:
Cash and cash equivalents $ 1,124,728 $ 1,739,303
Rent receivable, net 144,295 120,259
Net prepaid expenses and other assets 316,059 389,277
-------------------------
Total current assets 1,585,082 2,248,839
-------------------------
Current liabilities:
Accounts payable and accrued expenses 335,076 112,997
Tenant security deposits payable 198,285 241,773
Current portion of loans payable 8,610 12,206
-------------------------
Total current liabilities 541,971 366,976
-------------------------
Working capital $ 1,043,111 $ 1,881,863
=========================
Our limited partnership investment in the Callery Judge Grove, LP is carried on
the Company's balance sheet at $0 as a result of recording losses equal to the
carrying value of the investment. This investment represents a 10.93% ownership
in a 3500+ acre citrus grove in Palm Beach County, Florida. The land is
currently the subject of a change of zone application for a mixed use of
residential, commercial and industrial development. We have no current forecast
as to the likelihood of, or the timing required to achieve these entitlements
that might impact the Grove's value.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial conditions, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
Seq. Page 10
Item 3 CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this report. Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
has concluded that the disclosure controls and procedures were effective, in all
material respects, to ensure that information required to be disclosed in the
reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reports as and when required.
There have been no changes in the Company's internal control over financial
reporting identified in connection with the evaluation that occurred during the
Company's last fiscal quarter that has materially affected, or that is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Part II Other Information
Items 1 through 4 are not applicable to the May 1, 2004, through July 31, 2004,
period.
Item 5 Other Information
The Company's Chief Executive Officer and Chief Financial Officer has furnished
a statement relating to this Form 10-QSB for the quarter ended July 31, 2004
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. The statement is attached hereto as Exhibit 31.1.
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits:
31.1 Rule 13a-14(a)/15d-14(a) Certification.
32.1 CEO/CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K. The Company filed the following Current Reports on
Form 8-K during the first quarter of fiscal year 2005 and through the
filing date:
Current Report on Form 8-K filed with the SEC on May 26, 2004 attaching a
press release concerning an announced public hearing to be held by the
State University of New York regarding plans to acquire the Company's real
estate for use by the University's Stony Brook campus.
Current Report on Form 8-K filed with the SEC on June 22, 2004 attaching a
press release regarding a speech delivered by John V.N. Klein on behalf of
the Company at a public hearing held by the State University of New York
at Stony Brook on June 21, 2004 concerning plans to acquire the Company's
real estate for use by the University's Stony Brook campus.
Current Report on Form 8-K filed with the SEC on July 9, 2004 stating that
the general manager of the Callery-Judge Grove located in Palm Beach
County, Florida, sent a letter to Palm Beach County Commission Chairwoman
Karen Marcus proposing that the Grove partner with the County to locate
the planned Scripps Florida facility on the Grove.
Current Report on Form 8-K filed with the SEC on August 13, 2004 stating
that the Board of Directors declared a dividend distribution of one right
for each outstanding share of Common Stock, $1.00 par value per share, of
the Corporation held by stockholders of record on August 27, 2004, the
Record Date.
Current Report on Form 8-A filed with the SEC on August 13, 2004 stating
that the Board of Directors declared a dividend distribution of one right
for each outstanding share of Common Stock, $1.00 par value per share, of
the Corporation held by stockholders of record on August 27, 2004, the
Record Date. This Form 8-A amended the Form 8-K filed August 13, 2004 by
deleting Exhibit 99.1, a press release dated August 13, 2004 announcing
the adoption of a Shareholder Rights Plan.
Current Report on Form 8-K filed with the SEC on September 7, 2004
announcing that Robert F. Friemann, a member of the Company's Board of
Directors, resigned from the Board of Directors of the Company effective
as of August 19, 2004.
Seq. Page 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GYRODYNE COMPANY OF AMERICA, INC.
Date: September 10, 2004 /S/ Stephen V. Maroney
----------------------
Stephen V. Maroney
President, Chief Executive Officer
and Treasurer
Date: September 10, 2004 /S/ Frank D'Alessandro
----------------------
Frank D'Alessandro
Controller
Seq. Page 12