U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A
Amendment No. 1
(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, 2003
|_| 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, NY 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: 1,124,005 shares of common stock, par
value $1.00 per share, as of August 29, 2003
Transitional Small Business Disclosure Format (Check One): Yes |_| No |X|
Explanatory Note
This Amendment No. 1 on Form 10-QSB/A amends our Report on Form 10-QSB
previously filed for the quarterly period ended July 31, 2003. This Form
10-QSB/A is filed in connection with our restated financial statements for the
fiscal years ended April 30, 2003 and 2002 to correct the accounting of our
limited partnership investment in the Callery Judge Grove, L.P.
Seq. Page 2
INDEX TO QUARTERLY REPORT
QUARTER ENDED JULY 31, 2003
Seq. Page
Form 10-QSB/A Cover 1
Explanatory Note 2
Index to Form 10-QSB/A 3
Consolidated Balance Sheet 4
Consolidated Statements of Income 5
Consolidated Statements of Cash Flows 6
Footnotes to Consolidated Financial Statements 7
Management's Discussion and Analysis or Plan of Operation 8
Part II - Other Information 12
Signatures 12
Exhibit 31.1 Certification 13
Exhibit 32.1 Certification 14
Seq. Page 3
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
July 31,
2003
----
ASSETS (As Restated)
REAL ESTATE
Rental property:
Land $ 4,250
Building and improvements 3,915,361
Machinery and equipment 156,292
-------------
4,075,903
Less accumulated depreciation 3,288,580
-------------
787,323
-------------
Land held for development:
Land 792,201
Land development costs 2,711,984
-------------
3,504,185
-------------
Total real estate, net 4,291,508
CASH AND CASH EQUIVALENTS 1,739,303
RENT RECEIVABLE, net of allowance for doubtful accounts of
$40,862 120,259
MORTGAGE RECEIVABLE 1,800,000
PREPAID EXPENSES AND OTHER ASSETS 517,619
PREPAID PENSION COSTS 1,603,288
-------------
$ 10,071,977
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable and accrued expenses $ 112,997
Deferred gain on sale of real estate 1,573,900
Tenant security deposits payable 241,773
Loans payable 734,494
Deferred income taxes 1,879,555
-------------
Total liabilities 4,542,719
-------------
STOCKHOLDERS' EQUITY:
Common stock, $1 par value; authorized 4,000,000 shares;
1,531,086 shares issued and outstanding 1,531,086
Additional paid-in capital 7,296,922
Deficit (788,924)
-------------
8,039,084
Less cost of shares of common stock held in treasury (2,509,826)
-------------
Total stockholders' equity 5,529,258
-------------
$ 10,071,977
-------------
See notes to consolidated financial statements
Seq. Page 4
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
July 31,
2003 2002
---- ----
REVENUE FROM RENTAL PROPERTY $ 558,184 $ 665,167
---------- ----------
RENTAL PROPERTY EXPENSE:
Real estate taxes 34,559 111,758
Operating and maintenance 113,073 84,004
Interest expense 12,353 14,598
Depreciation 19,433 25,995
---------- ----------
179,418 236,355
---------- ----------
INCOME FROM RENTAL PROPERTY 378,766 428,812
---------- ----------
GENERAL AND ADMINISTRATIVE 359,766 346,275
---------- ----------
INCOME FROM OPERATIONS 19,000 82,537
---------- ----------
OTHER INCOME:
Interest income 27,389 1,894
---------- ----------
INCOME BEFORE PROVISION FOR INCOME TAXES 46,389 84,431
PROVISION FOR INCOME TAXES 18,555 33,772
---------- ----------
NET INCOME $ 27,834 $ 50,659
========== ==========
NET INCOME PER COMMON SHARE:
Basic $ 0.02 $ 0.05
========== ==========
Diluted $ 0.02 $ 0.04
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 1,117,062 1,111,897
========== ==========
Diluted 1,160,368 1,127,316
========== ==========
See notes to consolidated financial statements
Seq. Page 5
GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
July 31,
--------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 27,834 $ 50,659
----------- -----------
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization 28,348 29,881
Bad debt expense 0 39,045
Deferred income tax provision 18,555 33,772
Pension expense 59,217 64,970
Changes in operating assets and liabilities:
Increase in assets:
Land development costs (267,330) (255,434)
Accounts receivable (48,822) (55,739)
Prepaid expenses and other assets (266,439) (314,267)
(Decrease) increase in liabilities:
Accounts payable and accrued expenses (136,627) 58,012
Tenant security deposits 3,569 4,791
----------- -----------
Total adjustments (609,529) (394,969)
----------- -----------
Net cash used in operating activities (581,695) (344,310)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (15,497) (6,307)
----------- -----------
Net cash used in investment activities (15,497) (6,307)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans payable (8,635) (15,530)
Loan origination fees 73,519 0
Proceeds from exercise of stock options 40,294 0
----------- -----------
Net cash provided by (used in) financing activities 105,178 (15,530)
----------- -----------
Net decrease in cash and cash equivalents (492,014) (366,147)
Cash and cash equivalents at beginning of period 2,231,317 1,105,790
----------- -----------
Cash and cash equivalents at end of period $ 1,739,303 $ 739,643
=========== ===========
See notes to consolidated financial statements
Seq. Page 6
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 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, 2003 and 2002.
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/A as of
April 30, 2003.
The results of operations for the three month periods ended July 31, 2003 and
2002 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. ("GCA") and its wholly-owned subsidiaries. All
intercompany balances and transactions have been eliminated.
3. Earnings Per Share:
Basic earnings per common share is computed by dividing the net income by the
weighted average number of shares of common stock outstanding during the period.
Diluted earnings per share give 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,
2003 2002
------------------------------------------------------------------------------
Basic 1,117,062 1,111,897
------------------------------------------------------------------------------
Effect of dilutive securities 43,306 15,419
------------------------------------------------------------------------------
Diluted 1,160,368 1,127,316
------------------------------------------------==============================
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:
On May 29, 2003, the Company restructured its only outstanding mortgage debt on
the Flowerfield property. That amortizing loan, which had a balance of $622,868
at an average interest rate of 8.04% during fiscal 2003, was satisfied and
incorporated into a newly established revolving credit line in the amount of
$1,750,000 at prime plus one percent, currently 5.00%. 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
Seq. Page 7
three months ended July 31, 2003 and 2002 consistent with the provisions of SFAS
123, our net income and net income per share would have been adjusted as
follows:
Three Months Ended
July 31,
----------------------
2003 2002
---- ----
Net income, as reported $ 27,834 $ 50,659
Deduct: Total stock-based employee
compensation expense determined under
fair value based method, net of related tax
effects (94,000) (1,000)
--------- ---------
Pro forma net (loss) income ($66,166) $ 49,659
========= =========
Net income (loss) per share:
Basic -as reported $ 0.02 $ 0.05
--------- ---------
Basic -pro forma $ (0.06) $ 0.04
--------- ---------
Diluted- as reported $ 0.02 $ 0.04
--------- ---------
Diluted- pro forma $ (0.06) $ 0.04
--------- ---------
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/A 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/A.
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 accounting principles generally accepted
in the United States ("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
Seq. Page 8
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, are 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 lives 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 lives 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 are
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/A
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 9
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JULY 31, 2003
AS COMPARED TO THE QUARTER ENDED JULY 31, 2002
The Company is reporting net income of $27,834 for the quarter ending July 31,
2003 compared to $50,659 for the same period last year, a decrease of $22,825.
Diluted per share earnings amounted to $0.02 and $0.04 for the two periods,
respectively.
Revenue from rental property, which amounted to $558,184 for the reporting
period, reflects a decrease of $106,983 from the prior year results of $665,167.
The sole contributing factor was an anticipated decline of $107,145 in revenue
resulting from the previously reported sale of certain properties to a former
tenant.
Rental property expense amounted to $179,418 for the July 31, 2003 quarter as
compared to $236,355 for the like period last year. This decrease of $56,937 had
several contributing factors, the most significant of which was a $77,198
decline in real estate taxes on the Flowerfield property. Reductions associated
with the aforementioned sale and the capitalization of taxes on the acreage
subject to our plan to develop a residential golf course community amounted to
$19,099 and $67,287, respectively, were the underlying causes. Costs associated
with the operation and maintenance of the rental property reflected an increase
of $29,069 which again was caused by several factors. The largest variance was
the fact that during the prior year quarter, the Company negotiated a utility
adjustment of $64,968 which, by its very nature, is a nonrecurring event and
absent this, operating and maintenance expenses would have also been below last
year's total. Partially offsetting this adjustment, and as a result of reduced
staffing levels, salaries and benefits decreased by $25,389, totaling $52,470
and $77,859 for the quarters ending July 31, 2003 and 2002, respectively. The
Company expects to continue the reduced tax burden on the operations of the
rental property associated with the development plan and to maintain the current
staffing levels. The balance of the significant variances was attributable to
fuel and electric utilities which decreased from $17,998 during the prior year
to $8,390 for the current quarter. For the most part, this reduction reflects
timing differences between the payment of usage charges and the billing of
tenants. Reflecting a reduction in prevailing rates, interest expense totaled
$12,353 for the current quarter, reflecting a decrease of $2,246 from the prior
year total of $14,598. Lastly, depreciation expense declined from $25,995 during
the prior year to $19,433 for the current quarter. This $6,562 decrease is
attributable to the sale of buildings and improvements.
As a result, income from rental property amounted to $378,766 and $428,812 for
the quarters ending July 31, 2003 and 2002, respectively.
General and administrative expenses reflect a 4% increase over the prior year
first quarter amounting to $359,766 compared to $346,275 in 2002, an increase of
$13,491. As in the case of rental property expenses, there were several
offsetting contributing factors. Reflecting increases for management and the
administrative staff, and incremental costs associated with group medical
insurance, salaries and benefits amounted to $151,123 for the first quarter 2003
as compared to $139,453 during the prior year, an increase of $11,670. The
Company experienced increased expenses in the following categories: $2,689 in
liability insurance premiums, $7,273 in legal and consulting fees, and $3,918 in
fees associated with the restructuring of the Company's outstanding mortgage
debt; those fees are being amortized over a three year period. As a result of an
increase in the size of our Board of Directors and the number of Board meetings
required during the first three months of this fiscal year, Director's fees
totaled $35,437 for the current reporting period as compared to $17,500 the
prior year, an increase of $17,937. Based on the events of the last few months,
the Company anticipates that the Board will continue to meet on a more frequent
basis than in the past.
The Company currently occupies office space located in one of the properties
sold last year. Rent associated with that occupancy amounted to $17,500 during
the current reporting period and did not exist last year. The annualized expense
of this space is estimated at $52,500. Partially offsetting these increases, the
Company experienced a reduction of $5,752 in pension plan expenses and $39,045
in provision for doubtful accounts.
Income from operations totaled $19,000 for the three month period ending July
31, 2003 compared to the $82,537 posted for the same period last year, a
decrease of $63,537. All things being equal, absent the nonrecurring utility
adjustment of $64,968, results for both periods would have been similar.
Interest income totaled $27,389 for the July 31, 2003 quarter, a $25,495
increase over the prior year. The previously reported sale of property resulted
in the Company holding a $1.8 million mortgage maturing in August 2005; interest
earned on the mortgage amounted to $22,500 of the increase with the balance
brought about by larger interest bearing deposits during the period.
As a result, income before tax amounted to $46,389 compared to $84,431 for the
quarters ending July 31, 2003 and 2002, respectively, a decline of $38,042.
Seq. Page 10
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $581,695 and $344,310 during the three
months ended July 31, 2003 and 2002, 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.
Net cash used in investing activities was $15,497 and $6,307 during the three
months ended July 31, 2003 and 2002, respectively. The use of cash in both
periods was for the acquisition of property, plant and equipment.
Net cash provided by (used in) financing activities was $105,178 and $(15,530)
during the three months ended July 31, 2003 and 2002, respectively. The net cash
proceeds during the current period were primarily the result of the refinancing
of mortgage debt on the Flowerfield property. That amortizing loan, which had a
balance of $622,868 at an average interest rate of 8.04% during fiscal 2003, was
satisfied and incorporated into a newly established revolving credit line in the
amount of $1,750,000 at prime plus one percent, currently 5.00%. The unused
portion of the credit line 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. During the three months ended July 31, 2002, funds were used to repay
the aforementioned amortizing loan.
As of July 31, 2003, the Company had cash and cash equivalents of $1,739,303 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 $2,711,984. As of July
31, 2003, the portion of those expenses attributable to the residential golf
course community amount to $1,248,080. Working capital, which is the total of
current assets less current liabilities as shown in the accompanying chart,
amounted to $1,881,863 at July 31, 2003.
July 31,
------------------------
2003 2002
------------------------
Current assets:
Cash and cash equivalents $1,739,303 $ 739,643
Rent receivable, net 120,259 46,773
Net prepaid expenses and other assets 389,277 383,624
------------------------
Total current assets 2,248,839 1,170,040
------------------------
Current liabilities:
Accounts payable and accrued expenses 112,997 467,368
Deposit on contract of sale -- 1,000,000
Tenant security deposits payable 241,773 258,669
Current portion of loans payable 12,206 63,820
------------------------
Total current liabilities 366,976 1,789,857
------------------------
Working capital $1,881,863 $ (619,817)
========================
Our limited partnership investment in the Callery Judge Grove, L.P. is carried
on the Company's balance sheet at $0 as a result of recording equity losses
equal to the carrying value of the investment. This represents a 10.93%
ownership in a 3,500-acre citrus grove in Palm Beach County, Florida. The land
is currently part of a 65,000-acre master planned community, which is under
review by local regulatory authorities. We have no current forecast as to the
likelihood of, or the timing required to achieve appropriate entitlements that
might impact the Grove's value.
Seq. Page 11
Item 3 CONTROLS AND PROCEDURES
Management, including the Company's President, Chief Executive Officer and
Treasurer and Controller, has evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(e)) as of the end of the period covered by this report. Based upon
that evaluation, the President, Chief Executive Officer and Treasurer and
Controller 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 as and when required.
There have been no significant changes in the Company's internal controls 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, 2003, through July 31, 2003,
period.
Item 5 Other Information
The Company's Chief Executive Officer and Chief Financial Officer has furnished
a statement relating to its Form 10-QSB/A for the quarter ended July 31, 2003
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 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To
Section 302 of The Sarbanes-Oxley Act of 2002.
32.1 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.
On May 29, 2003, the Company filed a Form 8-K furnishing, under Items 5 and 7, a
press release concerning the announced plans by the State University of New York
to acquire the Company's real estate for use by the University's Stony Brook
campus.
On June 12, 2003, the Company filed a Form 8-K furnishing, under Items 5 and 7,
a press release announcing the appointment of Ronald J. Macklin to its Board of
Directors.
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.
(Registrant)
Date: March 19, 2004 /S/ Stephen V. Maroney
----------------------
Stephen V. Maroney
President, Chief Executive
Officer and Treasurer
Date: March 19, 2004 /S/ Frank D'Alessandro
----------------------
Frank D'Alessandro
Controller
Seq. Page 12