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, 2005
-----------------
[ ] 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 Identification No.)
incorporation or organization)
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: 1,230,728 shares of common stock, par
value $1.00 per share, as of July 31, 2005
Transitional Small Business Disclosure Format (Check One): Yes[ ] No [X]
Seq. Page 1
INDEX TO QUARTERLY REPORT OF GYRODYNE COMPANY OF AMERICA, INC.
QUARTER ENDED JULY 31, 2005
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 (unaudited) 3
Consolidated Statements of Operations (unaudited) 4
Consolidated Statements of Cash Flows (unaudited) 5
Footnotes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis or Plan of Operation 7
Item 3 Controls and Procedures 10
Part II - Other Information 11
Item 6 Exhibits 11
Signatures 11
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification 12
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 13
Seq. Page 2
Part I Financial Information
Item I Financial Statements
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS July 31,
------ 2005
------------
REAL ESTATE
Rental property:
Land $ 4,250
Building and improvements 3,955,011
Machinery and equipment 146,842
------------
4,106,103
Less accumulated depreciation 3,415,768
------------
690,335
------------
Land held for development:
Land 792,201
Land development costs 4,529,988
------------
5,322,189
------------
Total real estate, net 6,012,524
CASH AND CASH EQUIVALENTS 982,861
RENT RECEIVABLE, net of allowance for doubtful accounts
of $39,955 75,622
MORTGAGE RECEIVABLE 1,000,000
PREPAID EXPENSES AND OTHER ASSETS 372,292
PREPAID PENSION COSTS 1,220,519
------------
Total Assets
$ 9,663,818
============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
LIABILITIES:
Accounts payable and accrued expenses $ 182,324
Deferred gain on sale of real estate 874,389
Tenant security deposits payable 219,089
Loans payable 17,292
Deferred income taxes 1,679,932
------------
Total liabilities 2,973,026
------------
STOCKHOLDERS' EQUITY:
Common stock, $1 par value; authorized 4,000,000 shares;
1,531,086 shares issued 1,531,086
Additional paid-in capital 7,993,690
Deficit (956,175)
------------
8,568,601
Less the cost of 300,358 shares of common stock held
in the treasury (1,877,809)
------------
Total stockholders' equity 6,690,792
------------
$ 9,663,818
============
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,
2005 2004
---- ----
REVENUE FROM RENTAL PROPERTY $ 494,534 $ 499,922
---------------------------
RENTAL PROPERTY EXPENSES:
Real estate taxes 40,454 37,617
Operating and maintenance 88,928 149,755
Interest expense 0 9,052
Depreciation 18,686 18,058
---------------------------
TOTAL RENTAL PROPERTY EXPENSES 148,068 214,482
---------------------------
INCOME FROM RENTAL PROPERTY 346,466 285,440
GENERAL AND ADMINISTRATIVE EXPENSES 440,132 400,979
---------------------------
LOSS FROM OPERATIONS (93,666) (115,539)
OTHER INCOME:
Gain on sale of real estate 262,317 0
Interest income 17,512 27,562
---------------------------
TOTAL OTHER INCOME 279,829 27,562
---------------------------
INCOME (LOSS) BEFORE INCOME TAXES 186,163 (87,977)
PROVISION (BENEFIT) FOR INCOME TAXES 74,466 (35,191)
---------------------------
NET INCOME (LOSS) $ 111,697 $ (52,786)
===========================
NET INCOME (LOSS) PER COMMON SHARE:
Basic $ 0.09 $ (0.05)
===========================
Diluted $ 0.09 $ (0.05)
===========================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 1,217,725 1,155,838
===========================
Diluted 1,263,647 1,155,838
===========================
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,
--------
2005 2004
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 111,697 $ (52,786)
-----------------------------
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 29,602 28,484
Bad debt expense 6,000 3,000
Deferred income tax provision 74,932 0
Pension expense 29,007 55,236
Gain on sale of real estate (262,316) 0
Changes in operating assets and liabilities:
Increase in assets:
Land development costs (97,222) (290,969)
Accounts receivable (19,313) (54,213)
Prepaid expenses and other assets (200,087) (190,889)
Prepaid pension costs (50,000) 0
(Decrease) increase in liabilities:
Accounts payable and accrued expenses (22,458) 102,267
Income taxes payable 0 (28,306)
Tenant security deposits (10,195) 3,309
-----------------------------
Total adjustments (522,050) (372,081)
-----------------------------
Net cash used in operating activities (410,353) (424,867)
-----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment 0 (9,997)
Proceeds from mortgage receivable 300,000 0
-----------------------------
Net cash provided by (used in) investment activities 300,000 (9,997)
-----------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans payable (1,853) (3,051)
Proceeds from exercise of stock options 250,662 0
-----------------------------
Net cash provided by (used in) financing activities 248,809 (3,051)
-----------------------------
Net increase (decrease) in cash and cash equivalents 138,456 (437,915)
Cash and cash equivalents at beginning of period 844,405 1,562,643
-----------------------------
Cash and cash equivalents at end of period $ 982,861 $ 1,124,728
=============================
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, 2005 and 2004.
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 financial statements
and footnotes therein included in the Annual Report on Form 10-KSB for the
fiscal year ended April 30, 2005.
The results of operations for the three month period ended July 31, 2005 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. Basic loss per common share
was computed by dividing net loss by the weighted average number of shares of
common stock outstanding. Diluted loss per common share does not give effect to
the impact of options because their effect would have been anti-dilutive.
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,
2005 2004
---- ----
Basic 1,217,725 1,155,838
Effect of dilutive securities 45,922 0
-----------------------
Diluted 1,263,647 1,155,838
=======================
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 7.25% at July 31, 2005. The line
is secured by certain real estate and expires on June 1, 2006.
6. Reclassifications:
Certain reclassifications have been made to the consolidated financial
statements for the year ended April 30, 2005 to conform to the classification
used in the current fiscal year.
Seq. Page 6
7. 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 the Company 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, 2005 and 2004 consistent with the provisions of SFAS
123, the net effect on net income (loss) and net income (loss) per share would
not have been material:
8. Retirement Plans:
The Company records net periodic pension benefit cost pro rata throughout the
year. The following table provides the components of net periodic pension
benefit cost for the plan for the three months ended July 31, 2005 and 2004:
Three Months Ended
July, 31
--------
2005 2004
---- ----
Pension Benefits
Service Cost $ 34,606 $ 32,492
Interest Cost 31,319 32,290
Expected Return on Plan Assets (57,056) (41,458)
Amortization of Prior-Service Cost 18,184 16,893
Amortization of Net Loss 1,954 15,019
-------------------------
Net Periodic Benefit Cost After
Curtailments and Settlements $ 29,007 $ 55,236
=========================
During the three months ended July 31, 2005, the Company made a $50,000
contribution to the plan. The Company has no minimum required contribution for
the April 30, 2006 plan year.
9. Recent Accounting Pronouncements:
In December 2004, the FASB issued Statement No. 123(R), ("FAS 123(R)")
"Share-Based Payment". This statement replaces FASB Statement No. 123,
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". FAS 123(R) covers a wide range of
share-based compensation, including stock options, and requires that the
compensation cost relating to share-based transactions be measured at fair value
and recognized in the financial statements. Public entities filing as small
business issuers will be required to apply Statement 123(R) in the first interim
or annual reporting period beginning after December 15, 2005. Management is
evaluating the impact that this Statement will have on the Company's
consolidated financial statements.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 (the "Exchange Act") 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 and
Palm Beach County, Florida real estate markets, the ability to obtain additional
capital in order to develop our existing real estate 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
Seq. Page 7
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.
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 future cash flow estimates
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.
Seq. Page 8
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2005
AS COMPARED TO THE THREE MONTHS ENDED JULY 31, 2004
The Company is reporting net income of $111,697 for the quarter ending July 31,
2005 compared to a net loss of $52,786 for the same period last year, an
increase of $164,483. Diluted per share earnings for the current period amounted
to $0.09 compared to a per share loss of ($0.05) during the prior year. Although
income from rental property operations did show improvement, the most
significant contributing factor to the quarterly results was the recognition of
a gain of $262,317 resulting from a prepayment of principal on a mortgage note
held by the Company.
Revenue from rental property, which amounted to $494,534 for the current
quarter, was fairly consistent with the $499,922 recorded during the prior year.
The decline is the net result of two lease terminations and five new tenancies
in a period to period comparison coupled with a reduction in tenant late charges
of $5,825 which reflects a decrease in the level of problem receivables.
Rental property expenses were reduced significantly during the current reporting
period, amounting to $148,068 and $214,482 for the three months ending July 31,
2005 and 2004, respectively. Contributing factors to the $66,414 decline were a
$10,729 reduction in salary and benefits due to a reduced staffing level, a
$7,969 savings in security services on the property, and an overall reduction of
$46,182 in Company expenses for property and casualty insurance premiums. The
latter is a result of renegotiated premiums which reduced expenses by $9,750 for
the current quarter and the collection of $35,822 in pass through charges to
tenants which were related to the prior year premium increases as reported in
earlier filings. Additionally, reflecting the fact that the Company had no
borrowings outstanding against its revolving credit facility, interest expense
for the current reporting period was $9,052 below the prior year. Real estate
taxes increased by $2,837 as did outside services related to property
management, which increased by $7,518 for the quarter ending July 31, 2005.
As a result, income from rental property increased by $61,026, amounting to
$346,466 compared to the $285,440 generated during the same three month period
of the prior year.
General and Administrative expenses increased by $39,153 for the current
quarter, amounting to $440,132 and reflect a $50,000 expense related to the
Company's investment bankers who were engaged during the quarter to explore
strategic alternatives for the Company. Expenses during the same period last
year amounted to $400,979. Other contributing factors, including a reduction in
pension expense of $26,229, an $8,972 increase in insurance premiums, and
several other smaller variables, account for the overall increase between the
first quarter results of fiscal 2005 when compared to the same period last year.
Based on the foregoing, the Company is reporting a loss from operations of
$93,666 for the three month period ended July 31, 2005 compared to a loss of
$115,539 for the same period last year.
Other income, which reflects the gain of $262,317 resulting from the mortgage
prepayment mentioned earlier in this report, amounted to $279,829 for the
quarter ended July 31, 2005 compared to $27,562 for the same three month period
during the prior year. Interest income, which reflects the fact that the
mortgage receivable had been reduced over a period of time, decreased by $10,050
for the current quarter compared to the same quarter last year.
As a result, the Company is reporting income before taxes for the current period
totaling $186,163 compared to a loss before taxes of $87,977 for the same period
last year, an improvement of $274,140.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $410,353 and $424,867 during the three
months ended July 31, 2005 and 2004, respectively. The principal use of cash in
the current period was primarily related to the prepayment of real estate taxes
as well as land development costs. The primary use of cash in the prior year
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 potential condemnation of the Company's real estate property by
Stony Brook University.
Net cash provided by (used in) investing activities was $300,000 and $(9,997)
during the three months ended July 31, 2005 and 2004, respectively. The cash
provided by investing activities in the current period represents a prepayment
of $300,000 to the Company's mortgage receivable while the use of cash in the
prior period was for capital expenditures.
Net cash provided by (used in) financing activities was $248,809 and $(3,051)
during the three months ended July 31, 2005 and 2004, respectively. The net cash
provided during the current period was primarily the result of proceeds from the
exercise of stock options.
Seq. Page 9
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 7.25% at July 31, 2005. The unused
portion of the credit line, which is the total line of $1,750,000, will enhance
the Company's financial position and liquidity and be available, if needed, to
fund any unforeseen expenses.
As of July 31, 2005, the Company had cash and cash equivalents of $982,861 as
well as a mortgage receivable of $1,000,000 due on August 8, 2005, which has now
been collected in full, and anticipates having the capacity to fund normal
operating and administrative expenses and its regular debt service requirements.
To date, expenses associated with the development of the Flowerfield property,
which have been capitalized, total $4,529,988. As of July 31, 2005, the portion
of those expenses attributable to the residential golf course community amount
to $2,297,606. Working capital, which is the total of current assets less
current liabilities as shown in the accompanying chart, amounted to $1,975,802
at July 31, 2005.
July 31,
--------
2005 2004
---- ----
Current assets:
Cash and cash equivalents $ 982,861 $1,124,728
Rent receivable, net 75,622 144,295
Mortgage receivable 1,000,000 0
Net prepaid expenses and other assets 326,143 316,059
------------------------
Total current assets 2,384,626 1,585,082
------------------------
Current liabilities:
Accounts payable and accrued expenses 182,324 335,076
Tenant security deposits payable 219,089 198,285
Current portion of loans payable 7,411 8,610
------------------------
Total current liabilities 408,824 541,971
------------------------
Working capital $1,975,802 $1,043,111
========================
LIMITED PARTNERSHIP INVESTMENT
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
interest in a limited partnership that owns 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.
(c) 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.
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 July 31, 2005. 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 reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. It should be noted that design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions regardless of how remote.
There have been no changes in the Company's internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Exchange Act Rule 13a-15 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.
Seq. Page 10
Part II Other Information
Items 1 through 5 are not applicable to the three months ended July 31, 2005.
Item 6 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.
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: August 31, 2005 /S/ Stephen V. Maroney
----------------------
Stephen V. Maroney
President, Chief Executive Officer and Treasurer
Date: August 31, 2005 /S/ Frank D'Alessandro
----------------------
Frank D'Alessandro
Controller
Seq. Page 11