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8-K - FORM 8-K - GYRODYNE CO OF AMERICA INCgyro20141204_8k.htm
EX-99 - EXHIBIT 99.2 - GYRODYNE CO OF AMERICA INCex99-2.htm

Exhibit 99.1

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

  

 
 

 

 

FINANCIAL RESULTS (in thousands)

 

   

2014 (9)

   

2013

   

2012

   

2011

 
                                 
Revenues   $ 2,002     $ 5,030     $ 4,989     $ 5,520  

Condemnation Income (Costs)

    -       -       167,371       (333 )
                                 

Federal Tax Provision (Benefit)

    -       (61,553 )     61,649       -  
                                 

Net Income (1)

    (2,227 )     46,055       99,048       (1,125 )

Per Share Income

    (1.50 )     31.07       66.80       (0.84 )
                                 

Funds from Operations (FFO)

    (1,393 )     (14,471 )     (5,713 )     (179 )

ADS. Funds from Operations (AFFO)

    402       210       (49 )     183  
                                 
                                 
                                 

(1) After Strategic Alternative Expenses

  $ 1,246     $ 3,637     $ 1,013          

Impairment Charges

    200       2,100       -          

Incentive Compensation

    -       5,096       4,250          

Income from Discontinued Operations

    562                          
(Fairfax & Cortlandt Manor)                                

 

 
 

 

 

Forward-Looking Statement Safe Harbor

 

The statements made in this Form 8-K that are not historical facts that constitute "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 as well as statements regarding the evaluation of strategic alternatives. 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, risks associated with the Company’s ability to implement the tax liquidation, plan of liquidation or the plan of merger, the risk that the proceeds from the sale of the Company’s assets may be substantially below the Company’s estimates, the risk that the proceeds from the sale of our assets may not be sufficient to satisfy the Company’s obligations to its current and future creditors, the risk of shareholder litigation against the tax liquidation, the plan of liquidation or the plan of merger and other unforeseeable expenses related to the proposed liquidation, the tax treatment of condemnation proceeds, the effect of economic and business conditions, including risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, Palm Beach County in Florida and Fairfax County in Virginia, risks and uncertainties relating to developing the Company’s undeveloped property in St. James, New York and other risks detailed from time to time in the Company’s SEC reports.

 

Important Information for Investors and Shareholders

 

This communication does not constitute a solicitation of any vote or approval. On August 25, 2014, Gyrodyne announced that its special meeting of shareholders to approve a merger of Gyrodyne and Gyrodyne Special Distribution, LLC with and into Gyrodyne, LLC, originally scheduled for August 14, 2014, and previously postponed to August 27, 2014, had been further postponed. Gyrodyne intends to hold the special meeting coextensively with its 2014 annual meeting of shareholders, the date and time for which will be announced, together with a new record date for shareholders entitled to vote at the special meeting, in the next few weeks. The plan of merger will be submitted to Gyrodyne's shareholders for their consideration and vote at the special meeting. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND RELATED DOCUMENTS CAREFULLY (WHEN THEY BECOME AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Joint Proxy Statement/Prospectus and other documents containing other important information about Gyrodyne and Gyrodyne, LLC filed or furnished to the SEC (when they become available) may be read and copied at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, from which any electronic filings made by Gyrodyne or Gyrodyne, LLC may be obtained without charge. In addition, investors and shareholders may obtain copies of the documents filed with or furnished to the SEC upon oral or written request without charge. Requests may be made in writing by regular mail by contacting Gyrodyne at the following address: One Flowerfield, Suite 24, St. James, NY 11780, Attention: Investor Relations. The Joint Proxy Statement/Prospectus also is available on Gyrodyne's web site located at www.gyrodyne.com.