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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 OCTOBER 31, 1999
[ ] 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
(State or other jurisdiction of incorporation or organization)
11-1688021
(IRS Employer Identification No.)
7 Flowerfield, Suite 28, St. James, N.Y. 11780
(Address of principal executive offices)
(516) 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: 1,107,143 Common $1 P.V. as of December 1, 1999
INDEX TO QUARTERLY REPORT
QUARTER ENDED OCTOBER 31, 1999
Form 10-QSB Cover | |
Index to Form 10-QSB | |
Consolidated Balance Sheet | |
Consolidated Statements of Operations | |
Consolidated Statements of Cash Flows | |
Footnotes to Consolidated Financial Statements | |
Management's Discussion and Analysis or Plan of Operation | |
Part II - Other Information | |
Signatures |
GYRODYNE COMPANY OF AMERICA, INC. |
AND SUBSIDIARIES |
CONSOLIDATED BALANCE SHEET |
(UNAUDITED) |
ASSETS | October 31, 1999 |
REAL ESTATE | |
|
|
|
$ 4,746 |
|
4,484,199 |
|
337,998 |
4,826,943 | |
|
3,421,602 |
1,405,341 | |
|
|
|
803,592 |
|
1,170,908 |
1,974,500 | |
|
3,379,841 |
CASH AND CASH EQUIVALENTS | 1,531,340 |
RENT RECEIVABLE, net of allowance for doubtful accounts of $15,283 | 114,162 |
PREPAID EXPENSES AND OTHER ASSETS | 219,407 |
INVESTMENT IN CITRUS GROVE PARTNERSHIP | 1,585,104 |
PREPAID PENSION COSTS | 1,638,654 |
$8,468,508 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
LIABILITIES: | |
|
$ 347,633 |
|
229,139 |
|
824,660 |
|
1,001,661 |
2,403,093 | |
STOCKHOLDERS' EQUITY: | |
|
1,531,086 |
|
7,399,205 |
|
(426,553) |
8,503,738 | |
|
(2,438,323) |
6,065,415 | |
$8,468,508 |
See notes to consolidated financial statements
GYRODYNE COMPANY OF AMERICA, INC. |
Six Months Ended | Three Months Ended | |||
October 31, | October 31, | |||
1999 | 1998 | 1999 | 1998 | |
REVENUE FROM RENTAL PROPERTY | $1,169,344 | $1,076,958 | $575,386 | $535,581 |
RENTAL PROPERTY EXPENSES: | ||||
|
183,186 | 177,749 | 91,593 | 91,290 |
|
448,861 | 373,057 | 197,697 | 103,199 |
|
35,624 | 37,523 | 17,776 | 18,785 |
|
50,390 | 48,500 | 25,220 | 26,620 |
718,061 | 636,829 | 332,286 | 239,894 | |
INCOME FROM RENTAL PROPERTY | 451,283 | 440,129 | 243,100 | 295,687 |
GENERAL AND ADMINISTRATIVE | 662,215 | 506,844 | 379,281 | 280,446 |
(LOSS)/INCOME FROM OPERATIONS | (210,932) | (66,715) | (136,181) | 15,241 |
OTHER INCOME (EXPENSE): | ||||
|
26,459 | (178,718) | 38,989 | (117,830) |
|
51,096 | 15,297 | 13,105 | 7,275 |
|
360,000 | 0 | 360,000 | 0 |
|
19,128 | 13,789 | 10,554 | 6,292 |
456,683 | (149,632) | 422,648 | (104,263) | |
INCOME/(LOSS) BEFORE INCOME TAX | 245,751 | (216,347) | 286,467 | (89,022) |
PROVISION/(BENEFIT) FOR INCOME TAXES | 102,482 | (85,826) | 117,303 | (35,601) |
NET INCOME/(LOSS) | $143,269 | ($130,521) | $169,164 | ($53,421) |
NET INCOME/(LOSS) PER COMMON SHARE: | ||||
|
$0.13 | ($0.12) | $0.15 | ($0.05) |
|
$0.13 | ($0.12) | $0.15 | ($0.05) |
WEIGHTED AVERAGE NUMBER OF COMMON | ||||
SHARES OUTSTANDING: | ||||
|
1,098,219 | 1,066,046 | 1,104,159 | 1,071,207 |
|
1,108,101 | 1,066,046 | 1,123,923 | 1,071,207 |
See notes to consolidated financial statements
GYRODYNE COMPANY OF AMERICA, INC. |
Six Months Ended | ||
October 31, | ||
1999 | 1998 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
|
$143,269 | ($130,521) |
|
||
|
54,074 | 48,500 |
|
10,000 | 935 |
|
98,661 | (88,033) |
|
229,969 | 183,820 |
|
(27,677) | (32,060) |
|
||
|
||
|
(61,105) | (88,229) |
|
(101,610) | 20,537 |
|
||
|
(13,404) | 60,358 |
|
19,982 | 19,079 |
|
208,890 | 124,907 |
|
352,159 | (5,614) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
|
(163,009) | (217,175) |
|
(163,009) | (217,175) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
|
(26,451) | (22,812) |
|
39,486 | 4,814 |
|
13,035 | (17,998) |
|
202,185 | (240,787) |
|
1,329,155 | 1,053,304 |
|
$1,531,340 | $812,517 |
See notes to consolidated financial statements
FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Quarterly Presentations:
The accompanying quarterly financial statements have been prepared in conformity with generally accepted accounting principles. 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 and six month periods ended October 31, 1999, and 1998.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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, 1999.
The results of operations for the three and six month periods ended October 31, 1999, and 1998 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 (loss) by the weighted average number of shares of common stock outstanding during the period. Dilutive 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:
Six months
ended October 31, |
Three Months
Ended October 31, |
|||
1999 | 1998 | 1999 | 1998 | |
Basic | 1,098,219 | 1,066,046 | 1,104,159 | 1,071,207 |
Effect of dilutive securities | 9,882 | 0 | 19,764 | 0 |
Diluted | 1,108,101 | 1,066,046 | 1,123,923 | 1,071,207 |
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. Gain on Sale of Oil Investment:
Effective September 1, 1999, the Company, through its subsidiary, Gyrodyne Petroleum Inc., executed an Assignment and Bill of Sale conveying all right, title and interest in and to its oil and gas leases with proceeds amounting to $360,000.
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
Results for the second quarter ending October 31, 1999 reflect net income of $169,164 compared to a net loss of $53,421 for the same period last year. Net income for the six months ending October 31, 1999 amounted to $143,269 versus a loss of $130,521 for the prior year. As commented on in more detail below, proceeds from the sale of certain non-real estate assets contributed substantially to these results and are nonrecurring in nature.
Per share earnings amount to $0.15 and $0.13 for the current quarter and six month periods and compare to losses of $0.05 and $0.12 for the prior year, respectively.
Revenue from rental property totaled $575,386 for the current quarter and reflect an increase over the prior period revenues of $535,581. The increase reflects continuing efforts to negotiate higher renewal rates and rental of additional space by existing and new tenants at Flowerfield. The cost of operating the rental property increased to $332,286 compared to $239,894 for the same three month period last year. The major contributing factor to lower costs last year was the recognition of profit and overhead on various tenant construction projects which were not duplicated this year. Reflecting similar characteristics as this most recent quarter, revenue from rental property totaled $1,169,344 for the six months ending October 31, 1999 and $1,076,958 for the same period last year. Expenses associated with the rental property were $718,061 for the current six months and $636,829 the prior year. As a result, income from rental property amounted to $243,100 for the quarter as compared to $295,687 the previous year. This decrease of $52,587 is more than accounted for by the above referenced construction projects which favorably impacted last year's results by $67,500. For the first six months of this year, income from rental property amounted to $451,283, slightly ahead of the prior year total of $440,129 for the same period.
General and administrative expenses amounted to $379,281 for the quarter and $662,215 for the six months ending October 31, 1999 compared to $280,446 and $506,844 for the same periods last year, respectively. Contributing factors continue to be legal and consulting expenses and corporate governance matters which accounted for $102,045 of the quarterly increase and $149,529 of the six month increment.
In combination, the increases in general and administrative expenses and costs associated with the rental property were only partially offset by improvement in rental revenues during this quarter. As a result, the Company experienced a loss from operations of $136,181 and $210,932 for the three and six month periods ending October 31, 1999. During the prior year, the Company reported income from operations of $15,241 for the quarter and a loss of $66,715 for the six months ending October 31, 1998.
As mentioned in the opening remarks of this report, the Company completed the sale of its oil interest in Ackerly, Texas with proceeds of $360,000 being realized in September, 1999. Later in the quarter, during the month of October, the now defunct helicopter manufacturing division was also disposed of via an Asset Purchase Agreement with Aviodyne, Inc. of California. Terms of the agreement call for the transfer of the proprietary interest, parts inventory, and drawings to Aviodyne and their assumption of all technical support requirements in Gyrodyne's Technology Transfer Agreement with Dornier, GmbH. This long standing agreement has the potential to generate a $1,250,000 payment by December 31, 2000 plus future royalties in favor of Gyrodyne. In addition to retaining entitlement to those payments, the Aviodyne agreement also provides for Gyrodyne to receive royalty payments on all of their future sales. A cash payment of $50,000 was received by the Company as part of the agreement. As indicated in our Annual Report, the decision to divest these assets was borne out of a motivation to concentrate our efforts as a real estate entity and to strengthen our cash and working capital positions. With regard to aerospace, our capacity to engage in any new projects with dated technology and a scarcity of funding, personnel, and opportunity were primary factors.
As a result of the foregoing actions, other income includes the proceeds of these transactions. Income from oil investments totaled $373,105 for the quarter and $411,096 for the six months ending October 31, 1999 and compare to the prior year totals of $7,275 and $15,297, respectively. Likewise, aerospace operations reflect a profit of $38,989 for the quarter and $26,459 for the full six month period. This compares to losses of $117,830 and $178,718 for the like periods last year, respectively.
As of October 31, 1999, the Company had cash and cash equivalents of $1,531,340 and anticipates having the capacity to fund normal operating and administrative expenses and its regular debt service requirements.
Capitalized expenses associated with the development of the Company's Flowerfield property amounted to $149,574 during the six months ending October 31, 1999 and cumulatively total $1,170,908 at that date. In a related matter, during this quarter, the Company discontinued the use of stock as partial payments to certain professionals and consultants for services rendered in connection with the Master Plan for the Flowerfield property.
With the sale of the Company's aerospace division and its oil and gas interest, Gyrodyne's assets are now solely comprised of real estate. In addition to the 326 acre Flowerfield property in Stony Brook/St. James, New York, the Company maintains a 12.74% limited partnership position in the 3,500 acre Callery Judge Grove in Palm Beach County, Florida.
The results of operations for both the six month period and quarter ending October 31, 1999 are not necessarily indicative of nor should they be used to project full year or future operating results.
Year 2000 Compliance:
Many currently installed computer systems and software products are coded to accept only two digit entries to represent years. For example, the "1998" would be represented by "98". These systems and products will need to be able to accept four digit entries to distinguish years beginning with 2000 from prior years. As a result, systems and products that do not accept four digit year entries will need to be upgraded or replaced to comply with such "Year 2000" requirements. The Company believes that its internal systems are Year 2000 compliant or will be upgraded or replaced in connection with previously planned changes to information systems prior to the need to comply with Year 2000 requirements without material cost or expense. The anticipated costs of any Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those anticipated.
Part II Other Information
Items 1 through 5 are not applicable to the August 1, 1999, through October 31, 1999, period.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits required - None
(b) Reports on Form 8-K - None were filed by the Company for the second quarter of FY 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GYRODYNE COMPANY OF AMERICA, INC.
(Registrant)
Date: December 10, 1999 | SGD/ Stephen V. Maroney |
Stephen V. Maroney | |
President, Chief Executive Officer and Treasurer |
Date: December 10, 1999 | SGD/ Frank D'Alessandro |
Frank D'Alessandro | |
Controller |
|