DVL, Inc. (“DVL” or the “Company”) is a Delaware corporation headquartered in New York, New York. DVL is a commercial finance company which is primarily engaged in (a) the ownership of residual interests in securitized portfolios, (b) the ownership and servicing of a portfolio of secured commercial mortgage loans made to limited partnerships in which DVL serves as general partner, which we refer to as an Affiliated Limited Partnership, (c) the ownership of real estate and (d) the performance of real estate asset management and administrative services. In the opinion of DVL, the accompanying consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary in order to present a fair presentation of the consolidated financial position of DVL and the consolidated results of its operations for the periods set forth herein. The results of the Company’s operations for the nine months ended September 30, 2010 should not be regarded as indicative of the results that may be expected from its operations for the full year. For further information, refer to the consolidated financial statements and the accompanying notes included in DVL’s Annual Report on Form 10-K for the year ended December 31, 2009.
Certain amounts from 2009 have been reclassified to conform to the 2010 presentation.
|
3.
|
Residual Interests in Securitized Portfolios
|
The Company, through its wholly-owned consolidated subsidiary, S2 Holdings, Inc. (“S2”), owns 99.9% Class B member interests in Receivables II-A LLC, a limited liability company (“Receivables II-A”) and Receivables II-B, LLC, a limited liability company (“Receivables II-B”). The Class B member interests, which are consolidated into S2 for financial statement reporting purposes, entitle the Company to be allocated 99.9% of all items of income, loss and distribution of Receivables II-A and Receivables II-B. Receivables II-A and Receivables II-B receive all the residual cash flow from five securitized receivable pools after payment to the securitized note holders. The Company considered whether member interests should be considered variable interest entities, when consolidating S2’s ownership of its member interests and determined that S2’s member interests do not meet the definition of variable interest entities.
In accordance with the purchase agreements entered into with respect to the residual interests, adjustments are made to the receivables and notes payable based on the performance of the underlying periodic payment receivables, both increases and decreases, and could be material in the future. Other-than-temporary impairments are recorded immediately through results of operations. The Company performs quarterly comparisons of fair value to carrying value and updates the expectation of cash flows to be collected over the life of the residual interests. Favorable changes in future cash flows are recognized through results of operations as interest over the remaining life of the residual interest.
Real Estate
The Owned Site-Kearny Property
The Company currently owns eight buildings totaling 347,000 square feet on eight and one half acres located in an industrial park in Kearny, NJ leased to various unrelated tenants (the “Owned Site”). The Owned Site represents a portion of the Passaic River Development area designated for redevelopment by the town of Kearny, New Jersey (the “Property”). The Company continues to lease such Property to multiple tenants until such time as it can redevelop the Property as described below.
In connection with the redevelopment of the Kearny Property, on December 11, 2007, we entered into a Redeveloper Agreement with the Town of Kearny. Pursuant to the Redeveloper Agreement, the Town of Kearny designated us as the redeveloper of the Kearny Property. As redeveloper, we are obligated to redevelop the Kearny Property, at our expense, in accordance with the plans and specifications described therein, subject to review and approval of the Planning Board of the Town of Kearny. The initial plans and specifications provide for the development of up to approximately 150,000 square feet of retail space. The term of the Redeveloper Agreement along with our rights there under which were originally set to expire on December 31, 2009, was extended to May 1, 2011. If we are in default of any terms or conditions of the Redeveloper Agreement and do not cure within the appropriate time as set forth in the agreement (to the extent that a cure period is provided for such default), the Town of Kearny is afforded a number of rights including the right to terminate the Redeveloper Agreement.
The Company has capitalized costs exclusive of land and building, of $1,119 and $1,058 at September 30, 2010 and at December 31, 2009, respectively, related to the development of this project.
In order to undertake and complete the redevelopment of the Property, we will need to secure leases with credit worthy tenants and obtain construction financing and, additional loan and equity financing. Given the current economic conditions, there can be no assurance that any such tenants will be secured or that financing will be obtained on acceptable terms or at all. Additionally, given the current economic conditions there can be no assurance that the redevelopment will occur in the five year period required under the Redevelopment Agreement or at all.
In connection with the proposed redevelopment of an adjacent parcel, during July 2010 the Company deposited $2,463 with the Town of Kearny in order to pay for the condemnation of the adjacent parcel. The Company borrowed $2.2 million under an existing loan facility and paid $263 in cash. It is anticipated that the owner of the adjacent parcel will contest the valuation. There can be no assurance that the Company will not have to provide additional funds in connection therewith.
The Bogota Property
In October 2004, we entered into an agreement with Bogota Associates and Industrial Associates, the owners of the land underlying the Bogota, New Jersey leasehold, pursuant to which the leasehold was cancelled in consideration of the aforementioned partnerships agreeing to repay certain of our out-of-pocket expenses including real estate taxes and environmental remediation costs as well as $50 upon completion of a sale of the property to a third party. In addition, we own an 8.25% limited partner interest in one of these partnerships. As of September 30, 2010, the sale has not yet been consummated. The sale of the property is subject to environmental remediation which needs to be completed, which will require the Company to expend additional amounts in excess of the $741 previously expended. The Company cannot currently estimate the future amounts to be expended. There can be no assurance that the sale will be consummated and the Company will receive its reimbursements. The third party continues to lease space. The net expenses to be reimbursed to us are approximately $741 as of September 30, 2010 not including the $50 fee or any amounts to be received as a limited partner.
Foreclosed Properties
The following table identifies the properties we have acquired through foreclosure of collateral of Affiliated Limited Partnerships and were held at September 30, 2010.
|
Location
|
Sq. Ft.
|
Acreage
|
Tenant
|
|
|
|
|
|
|
Fort Edward, NY
(1)
|
31,000
|
6.00
|
Vacant
|
|
Carlyle, IL
|
47,100
|
6.26
|
Vacant
|
|
(1)
|
In 2002, the Company acquired the Fort Edward property through foreclosure from an Affiliated Limited Partnership. The Company subsequently discovered that the property had contamination which required environmental remediation. To date the Company has expended $1,050 for environmental remediation costs. The environmental remediation will require the Company to expend additional amounts in excess of the amounts previously expended. The Company cannot currently estimate the future amounts to be expended. The property cannot be sold or otherwise developed until the environmental remediation is completed. The Company has filed a lawsuit against the parties it believes are responsible for causing the environmental contamination. The litigation is ongoing, however there can be no assurance the Company will be successful in recovering any funds as a result of the litigation.
|
|
5.
|
Transactions with Affiliates
|
Income Earned
The Company has provided management, accounting, administrative services and office space to certain entities which are affiliated with NPO Management, LLC (“NPO”) which are entities engaged in real estate ownership, lending and management. As compensation, the Company recorded fees of $333 and $388 during the nine months ended September 30, 2010 and 2009, respectively.
Management and Other Fees and Expenses Incurred
The Company incurred fees to NPO of $594 and $586 during the nine months ended September 30, 2010 and 2009, under an Asset Servicing Agreement (the “Asset Servicing Agreement”) between the Company and NPO, pursuant to which NPO provides the Company with asset management, advisory and administrative services relating to the assets of the Company and its affiliated limited partnerships. During 2010 and 2009, the Company provided office space under the Asset Servicing Agreement to NPO consisting of approximately 500 square feet of the Company’s New York location.
The Millennium Group, an affiliate of NPO, received approximately $101 and $81 for the nine month periods ended September 30, 2010 and 2009, respectively, representing additional management and analytical services.
Interest expense on amounts due to Pemmil Funding LLC, members of which are our President and Chief Executive Officer and members of NPO and their affiliates, with respect to its loan to DVL were $103 and $128 for the nine months ended September 30, 2010 and 2009, respectively.
|
6.
|
Commitments, Contingent Liabilities and Legal Proceedings
|
Pursuant to the terms of the Limited Partnership Settlement, a fund has been established into which DVL is required to deposit 20% of the cash flow received on certain of its mortgage loans from Affiliated Limited Partnerships after repayment of certain creditors, 50% of DVL’s receipts from certain loans to, and general partnership investments in, Affiliated Limited Partnerships and a contribution of 5% of DVL’s net income (based on accounting principles generally accepted in the United States of America) in the years 2004 through 2012 subject to certain adjustments. The Company accrued $92 during the nine months ended September 30, 2010 which represents 5% of DVL’s net income after certain adjustments.
The Company uses derivatives to manage risks related to interest rate movements on its floating rate loans. Interest rate swap contracts designated and qualifying as cash flow hedges are reported at fair value, the Company has established accounting and reporting standards for derivative instruments. Specifically, all derivatives are recognized as either assets or liabilities on the balance sheet and those instruments are measured at fair value. As of January 1, 2010, the Company decided to discontinue the use of hedge accounting. Accordingly, changes in the fair value of derivatives will be reported as a component of interest expense in the Consolidated Statements of Operations. Additionally, the balance that existed in other comprehensive income in the Consolidated Statement of Shareholders’ Equity as of December 31, 2009 will be amortized through the income statement over the remaining lives of the swap transactions on a straight-line basis.
The following table summarizes the notional values of the Company’s derivative financial instruments. The notional value provides an indication of the extent of the Company’s involvement in these instruments on September 30, 2010, but does not represent exposure to credit, interest rate or market risks.
|
Hedge Type
|
Notional Value
|
Rate
|
Termination Date
|
Fair Value
|
|
|
|
|
|
|
|
Interest rate swap agreement
|
$ 3,653
|
5.94%
|
July 1, 2011
|
$ (98)
|
|
|
|
|
|
|
|
Interest rate swap agreement
|
$ 1,582
|
6.09%
|
February 1, 2014
|
$ (42)
|
The following table presents the computation of basic and diluted per share data for the three and nine months ended September 30, 2010 and 2009.
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Per Share
|
|
|
|
|
|
Number of
|
|
|
Per Share
|
|
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
1,312
|
|
|
|
44,770,345
|
|
|
$
|
0.03
|
|
|
$
|
556
|
|
|
|
44,770,345
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options
|
|
|
-
|
|
|
|
64,732
|
|
|
|
|
|
|
|
-
|
|
|
|
13,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
1,312
|
|
|
|
44,835,077
|
|
|
$
|
0.03
|
|
|
$
|
556
|
|
|
|
44,784,070
|
|
|
$
|
0.01
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Per Share
|
|
|
|
|
|
Number of
|
|
|
Per Share
|
|
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
2,348
|
|
|
|
44,770,345
|
|
|
$
|
0.05
|
|
|
$
|
1,595
|
|
|
|
44,770,345
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options
|
|
|
-
|
|
|
|
55,528
|
|
|
|
|
|
|
|
-
|
|
|
|
23,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
2,348
|
|
|
|
44,825,873
|
|
|
$
|
0.05
|
|
|
$
|
1,595
|
|
|
|
44,793,488
|
|
|
$
|
0.04
|
|
The Company has two reportable segments: real estate and residual interests. The real estate business is comprised of real estate assets, mortgage loans on real estate, real estate management and investments in affiliated limited partnerships which own real estate. The residual interests business is comprised of investments in residual interests in securitized receivables portfolios. The corporate/other net income of $93 and $211for the three and nine months ended September 30, 2010 includes $(12) and $(53) of deferred income tax benefit (expense), respectively.
|
|
|
Three Months Ended
|
|
|
|
|
September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
Residual interests
|
|
$
|
1,526
|
|
|
$
|
1,601
|
|
|
Real estate
|
|
|
720
|
|
|
|
903
|
|
|
Corporate / other
|
|
|
2
|
|
|
|
21
|
|
|
Total consolidated revenues
|
|
$
|
2,248
|
|
|
$
|
2,525
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
Residual interests
|
|
$
|
1,058
|
|
|
$
|
927
|
|
|
Real estate
|
|
|
(755
|
)
|
|
|
(295
|
)
|
|
Corporate / other
|
|
|
93
|
|
|
|
32
|
|
|
Total income from continuing operations
|
|
$
|
396
|
|
|
$
|
664
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
Residual interests
|
|
$
|
4,691
|
|
|
$
|
4,684
|
|
|
Real estate
|
|
|
2,319
|
|
|
|
2,637
|
|
|
Corporate / other
|
|
|
22
|
|
|
|
76
|
|
|
Total consolidated revenues
|
|
$
|
7,032
|
|
|
$
|
7,397
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
Residual interests
|
|
$
|
3,047
|
|
|
$
|
2,573
|
|
|
Real estate
|
|
|
(1,531
|
)
|
|
|
(946
|
)
|
|
Corporate / other
|
|
|
211
|
|
|
|
104
|
|
|
Total income from continuing operations
|
|
$
|
1,727
|
|
|
$
|
1,731
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Residual interests
|
|
$
|
37,479
|
|
|
$
|
42,699
|
|
|
Real estate
|
|
|
25,304
|
|
|
|
23,704
|
|
|
Corporate / other
|
|
|
2,015
|
|
|
|
2,068
|
|
|
Total consolidated assets
|
|
$
|
64,798
|
|
|
$
|
68,471
|
|
|
10.
|
Fair Value of Financial Instruments
|
Assets and Liabilities Recorded at Fair Value
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on whether the inputs utilized in the valuation are observable: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs other than quoted prices that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring the Company to make assumptions about pricing by market participants. The following table sets forth information for the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:
|
|
|
|
|
September 30, 2010
|
|
Description
|
|
Carrying Value
|
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps
|
|
$ 140
|
|
$ -
|
$ 140
|
$ -
|
|
|
|
|
|
December 31, 2009
|
|
Description
|
|
Carrying Value
|
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps
|
|
$ 176
|
|
$ -
|
$ 176
|
$ -
|
Fair Value of Financial Instruments
In addition to the above liabilities which are recorded at fair value, the Company is also required to disclose the fair value of financial instruments, whether or not recognized in the financial statements, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. Those assumptions are significantly affected by the assumptions used, including the estimated market discount rate and the estimated future cash flows. The following table details the fair value of the Company’s financial instruments:
|
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residual Interests in Securitized Portfolios
|
|
$
|
37,479
|
|
|
$
|
35,608
|
|
|
$
|
42,699
|
|
|
$
|
41,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable - Residual Interests
|
|
|
20,609
|
|
|
|
20,609
|
|
|
|
28,155
|
|
|
|
28,155
|
|
The amount that carrying value exceeded fair value for the periods presented was primarily due to a lack of marketability which impacted the rate used to discount the expected future cash flows. The Company determined that there was not an adverse change in expected cash flows and therefore an other-than-temporary impairment did not exist.
|
11.
|
Discontinued Operations
|
During 2010 and 2009, the Company disposed of certain real estate properties. The sale and operation of these properties for all periods presented have been recorded as discontinued operations in compliance with our accounting policy.
As of September 30, 2010, the activities of our Iowa Park, Texas property, Brent, Alabama property, Soddy Daisy, Tennessee property and Kennedy, Texas property which were previously foreclosed on, have been included in discontinued operations. The Iowa Park property was sold during January 2010 for net proceeds of $162 which resulted in a loss from the sale of discontinued operations of approximately $50. The Brent property was sold during May 2010 for net proceeds of $82 which resulted in a gain from the sale of discontinued operations of approximately $2, net of a provision for impairment of $245 recorded during the three months ended March 31, 2010. The Soddy Daisy property was sold during July, 2010 for net proceeds of $506 which resulted in a gain from the sale of discontinued operations of approximately $506. The Kennedy property was sold during September 2010 for net proceeds of $480 which resulted in a gain from the sale of discontinued operations of approximately $422. For the nine months ended September 30, 2009, the activities of the sold properties have been included in discontinued operations.
Discontinued operations for the nine months ended September 30, 2010 and 2009 are summarized as follows:
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
$
|
-
|
|
|
$
|
31
|
|
|
Expenses
|
|
|
259
|
|
|
|
214
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations before gain on sale
|
|
|
(259
|
)
|
|
|
(183
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale
|
|
|
880
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
$
|
621
|
|
|
$
|
(136
|
)
|
On October 26, 2010, the Company filed a preliminary proxy statement with the United States Securities and Exchange Commission which included proposals to affect a 1-for-7,500 reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The proposal, if approved, would result in the Company having fewer than 300 stockholders of record and allow the Company to deregister its Common Stock under the Securities Exchange Act of 1934 and avoid the costs associated with being a public reporting company. The Company has signed a letter of intent to borrow $750, from an unaffiliated bank, to finance the acquisition of fractional shares.
On October 15, 2010, the Board of Directors approved a three year extension of the asset servicing agreement between the Company and NPO Management, LLC under the same terms and conditions. The agreement will now expire on March 31, 2014.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in thousands)
This Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent, belief or current expectations of DVL, Inc., a Delaware corporation and its management team. DVL’s shareholders and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, among other things, general economic conditions and other risks and uncertainties that are discussed herein and in DVL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. All references to “DVL”, “we”, “us”, “our”, or the “Company” refer to DVL, Inc. and its consolidated subsidiaries.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying financial statement notes appearing elsewhere herein and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009.
None of the recently adopted accounting standards had a material effect on the Company’s consolidated financial statements.
We are a commercial finance company which is primarily engaged in (a) the ownership of residual interests in securitized portfolios, (b) the ownership and servicing of a portfolio of secured commercial mortgage loans made to Affiliated Limited Partnerships, (c) the ownership of real estate and (d) the performance of real estate asset management and administrative services.
We expect that anticipated cash flow provided by operations and other sources will be sufficient to meet our current cash requirements through at least the next twelve months. We have in the past and expect in the future to continue to be required to augment our cash flow provided by operations with additional cash generated from either the sale or refinancing of portions of our assets and/or other borrowings. We currently do not generate sufficient cash flow from operations to meet our cash requirements or to permit us to pay a dividend on our common stock. Excluding proceeds generated from the sale of assets, our cash flow would have been a net decrease in cash of $528 for the nine months ended September 30, 2010. Cash flow in any given quarter is not necessarily indicative of the cash flow from any other quarter because of the seasonality of cash receipts and disbursements.
On October 26, 2010, the Company filed a preliminary proxy statement with the United States Securities and Exchange Commission which included proposals to affect a 1-for-7,500 reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The proposal, if approved, would result in the Company having fewer than 300 stockholders of record and allow the Company to deregister its Common Stock under the Securities Exchange Act of 1934 and avoid the costs associated with being a public reporting company. The Company has signed a letter of intent to borrow $750, from an unaffiliated bank, to finance the acquisition of fractional shares.
Many of the mortgages currently held by us have underlying loans or are pledged to secure debt, which are serviced by much if not all of the cash flow generated from the repayment of our mortgage portfolio. During the nine months ended September 30, 2010 we foreclosed on, or received deeds in lieu for one of our mortgage loans as a result of the applicable Affiliated Limited Partnership’s failure to pay amounts due on such loans. During the nine months ended September 30, 2010, we sold four properties, which we had previously foreclosed on or received deeds in lieu, for net proceeds of $1,229, which resulted in a net gain of $880. During the nine months ended September 30, 2009, we sold two properties, which we had previously foreclosed on or received deeds in lieu, and received net proceeds of $914, which resulted in a net gain of $47. All of the remaining properties are being held for lease or sale and at September 30, 2010 remain vacant and unsold. As a result, we are obligated for all costs at these properties including property taxes and insurance. Considering the status of the property markets and the location of our properties there can be no assurance regarding future leasing or sale of the properties.
Our current strategy is to continue to maximize the value of our assets and meet our short-term working capital needs by continuing to manage, administer and service our existing portfolio and develop, lease and refinance or sell an 8.5 acre retail site located in Kearny, NJ which we have owned for many years and for which we have been designated as developer by the Town of Kearny. However, because of the current economic conditions, the development of the Kearny property will take longer than originally projected. In the current economic market there is no assurance that the project will be successful or that the redevelopment can be completed. In addition, in order for us to undertake the redevelopment of such property, we will need to secure leases with credit worthy tenants, obtain construction financing, and, additional loan and equity financing. Given current economic conditions, there can be no assurance that any such tenants will be secured or that financing will be obtained on acceptable terms or at all.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to the Critical Accounting Policies and Estimates described in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 31, 2010.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009
We had income or losses from continuing operations from each of our business segments as follows:
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Residual interests segment
|
|
$
|
1,058
|
|
|
$
|
927
|
|
|
Real estate segment
|
|
|
(755
|
)
|
|
|
(295
|
)
|
|
Corporate / other
|
|
|
93
|
|
|
|
32
|
|
|
Income from continuing operations
|
|
$
|
396
|
|
|
$
|
664
|
|
Interest income on mortgage loans from affiliates decreased as a result of principal amortization on certain mortgage loans and impairments on certain loans. Interest expense on underlying mortgages decreased as a result of loan maturities and the application of a greater percentage of each payment to mortgage principal balances.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest on mortgage loans
|
|
$
|
388
|
|
|
$
|
557
|
|
|
Interest expense on underlying mortgages
|
|
$
|
42
|
|
|
$
|
57
|
|
Interest income on residual interests decreased due to principal amortization of the retained interests. Interest expense on the related notes payable decreased as a result of principal amortization.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest income on residual interests
|
|
$
|
1,526
|
|
|
$
|
1,601
|
|
|
Interest expense on related notes payable
|
|
$
|
440
|
|
|
$
|
669
|
|
Net rental income increased primarily as a result of decreased expenses on vacant properties.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Net rental income from others
|
|
$
|
166
|
|
|
$
|
108
|
|
|
Gross rental income from others
|
|
$
|
312
|
|
|
$
|
316
|
|
General and administrative expenses decreased primarily as a result of small changes in numerous categories of operating expenses.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
403
|
|
|
$
|
425
|
|
The asset servicing fee paid to NPO Management LLC, the entity which is engaged by us to provide us with management services, is calculated pursuant to the terms of an asset servicing agreement, which calls for an adjustment to reflect changes in the consumer price index.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Asset servicing fee
|
|
$
|
199
|
|
|
$
|
195
|
|
Legal and professional fees increased primarily as a result of hiring RESIG as our outsourced accounting function and a change in our independent registered public accounting firm during the fourth quarter of 2009.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Legal and professional
|
|
$
|
147
|
|
|
$
|
115
|
|
We recorded an additional provision for losses on our mortgage portfolio of $57 and $100 for the three months ended September 30, 2010 and 2009, respectively, due to underlying changes in the value of the collateral. Additionally, we recorded reserve of $250 against a receivable due to uncertainty of collectability.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
$
|
307
|
|
|
$
|
100
|
|
Interest expense to affiliates decreased for the three months ended September 30, 2010 compared to the three months ended September 30, 2009 as a result of decreased amount of outstanding debt owed to affiliates.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest expense to affiliates
|
|
$
|
34
|
|
|
$
|
42
|
|
Interest expense relating to other debts increased slightly for the three months ended September 30, 2010 as compared to the three months ended September 30, 2009 as a result of borrowing an additional $2,200 during 2010.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest expense – others
|
|
$
|
229
|
|
|
$
|
214
|
|
We recognized $12 of deferred income tax expense and $13 of current income tax benefit for the three months ended September 30, 2010. The deferred tax impact resulted primarily from the deferred expense related to the changes in the components of deferred tax assets. We recognized $152 of deferred income tax expense and recorded current refunds receivable of $108 for the three months ended September 30, 2009.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (expense)
|
|
$
|
1
|
|
|
$
|
(44
|
)
|
Discontinued operations consist of the operations of business segments we consider as held for sale or have disposed of. The three months ended September 30, 2010 include net gains on the sales of two properties acquired through foreclosure of $928. These gains are non recurring and were generated due to the carrying value of the respective properties being reduced to zero in prior periods.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
$
|
916
|
|
|
$
|
(108
|
)
|
Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009
We had income or losses from continuing operations from each of our business segments as follows:
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Residual interests segment
|
|
$
|
3,047
|
|
|
$
|
2,573
|
|
|
Real estate segment
|
|
|
(1,531
|
)
|
|
|
(946
|
)
|
|
Corporate / other
|
|
|
211
|
|
|
|
104
|
|
|
Income from continuing operations
|
|
$
|
1,727
|
|
|
$
|
1,731
|
|
Interest income on mortgage loans from affiliates decreased as a result of principal amortization on certain mortgage loans and impairments on certain loans. Interest expense decreased as a result of anticipated loan maturities and the application of a greater percentage of each payment to mortgage principal balances.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest on mortgage loans
|
|
$
|
1,358
|
|
|
$
|
1,654
|
|
|
Interest expense on underlying mortgages
|
|
$
|
138
|
|
|
$
|
182
|
|
Interest income on residual interest increased slightly due to favorable changes in projected future cash flow which are recognized as interest over the remaining life of the residual interests. The increase was largely offset by principal amortization of the residual interests. Interest expense on the related notes payable decreased as a result of principal amortization.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest income on residual interests
|
|
$
|
4,691
|
|
|
$
|
4,684
|
|
|
Interest expense on related notes payable
|
|
$
|
1,475
|
|
|
$
|
2,034
|
|
Net rental income increased primarily as a result of lower expenses on vacant properties held for lease.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Net rental income from others
|
|
$
|
319
|
|
|
$
|
267
|
|
|
Gross rental income from others
|
|
$
|
940
|
|
|
$
|
933
|
|
General and administrative expenses decreased primarily as a result of a decrease in the number of employees and a reduction in overall employment costs.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
1,324
|
|
|
$
|
1,390
|
|
The asset servicing fee paid to NPO Management LLC, the entity which is engaged by us to provide us with management services, is calculated pursuant to the terms of an asset servicing agreement, which calls for an adjustment to reflect changes in the consumer price index.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Asset servicing fee
|
|
$
|
594
|
|
|
$
|
586
|
|
Legal and professional fees increased primarily as a result of hiring RESIG as our outsourced accounting function and a change in our independent registered public accounting firm during the fourth quarter of 2009.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Legal and professional
|
|
$
|
552
|
|
|
$
|
274
|
|
We recorded an additional provision for losses on our mortgage portfolio of $84 and $225 for the nine months ended September 30, 2010 and 2009, respectively, due to underlying changes in the value of the collateral. Additionally, we recorded reserve of $250 against a receivable due to uncertainty of collectability.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
$
|
334
|
|
|
$
|
225
|
|
Interest expense to affiliates decreased for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 as a result of decreased amount of outstanding debt owed to affiliates.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest expense to affiliates
|
|
$
|
103
|
|
|
$
|
128
|
|
Interest expense relating to other debts decreased for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009 as a result of deferred financing costs being fully amortized in the prior year.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Interest expense – others
|
|
$
|
640
|
|
|
$
|
770
|
|
We recognized $53 of deferred income tax expense and $-0- of current income tax expense for the nine months ended September 30, 2010. The deferred tax impact resulted primarily from the deferred expense related to the changes in the components of deferred tax assets. Deferred income tax expense of $152 and $75 of current income tax benefit were recognized for the nine months ended September 30, 2009.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$
|
(53
|
)
|
|
$
|
(77
|
)
|
Discontinued operations consist of the operations of business segments we consider as held for sale or have disposed of. The nine months ended September 30, 2010 include net gains on the sales of four properties acquired through foreclosure of $880. These gains are non recurring and were generated due to the carrying value of two of the respective properties being reduced to zero in prior periods.
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
$
|
621
|
|
|
$
|
(136
|
)
|
Liquidity and Capital Resources
Our cash balance was $1,768 at September 30, 2010, compared with $1,067 at December 31, 2009. This increase was due to $1,116 provided by operating activities, $4,515 of net cash provided by investing activities, partially offset by $4,930 of net cash used in financing activities.
Our cash flow from operating activities is generated principally from rental income from our ownership of real estate, distributions in connection with our residual interests in securitized portfolios, interest on our mortgage portfolio, management fees and transaction and other fees received as a result of the sale and/or refinancing of partnership properties and mortgages.
Our cash flow from investing activities is generated primarily from principal collections on residual interests and to a lesser extent from collections of loan receivables and net proceeds from the sale of our Iowa Park, Texas, Brent, Alabama, Soddy Daisy, Tennessee and Kennedy, Texas properties.
Our cash used in financing activities consisted primarily of payments on notes payable relating to residual interests and to a lesser extent principal payments on our debt and underlying mortgages, offset by new borrowings.
We expect that anticipated cash flow provided by operations and other sources will be sufficient to meet our current cash requirements through at least the next twelve months. We have in the past and expect in the future to continue to be required to augment our cash flow provided by operations with additional cash generated from either the sale or refinancing of portions of our assets and/or other borrowings. We currently do not generate sufficient cash flow from operations to meet our cash requirements or to permit us to pay a dividend on our common stock. Excluding proceeds generated from the sale of assets, our cash flow would have been a net decrease in cash of $528 for the nine months ended September 30, 2010. Cash flow in any given quarter is not necessarily indicative of the cash flow from any other quarter because of the seasonality of cash receipts and disbursements.
Outstanding Financings
Outstanding loans payable as of September 30, 2010 which are scheduled to become due through 2014 are as follows:
|
Creditor
|
Original
Loan
Amount
|
Outstanding
Balance Including Accrued Interest at
September 30, 2010
|
Interest Rate
|
Annual Debt
Service
|
Maturity
|
Amount
due at
Maturity
|
|
|
|
|
|
|
|
|
|
Pemmil (1)
|
$ 2,500
|
$ 1,157
|
12%
|
(1)
|
12/31/11
|
$ 1,157
|
|
|
|
|
|
|
|
|
|
Unaffiliated Bank (2)
|
$ 2,200
|
$ 1,591
|
LIBOR + 4%
|
(2)
|
02/01/14
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated Bank (3)
|
$ 1,500
|
$ 1,256
|
6.25%
|
(3)
|
06/05/12
|
$ 1,050
|
|
|
|
|
|
|
|
|
|
Unaffiliated Bank (4)
|
$ 6,450
|
$ 5,708
|
>of 6% or Prime +1%
|
(4)
|
01/21/11
|
$ 5,708
|
|
|
|
|
|
|
|
|
|
Unaffiliated Bank
|
$ 250
|
$ 134
|
7.5%
|
$60
|
02/01/13
|
$ -0-
|
|
|
|
|
|
|
|
|
|
Unaffiliated Bank (5)
|
$ 3,800
|
$ 3,671
|
LIBOR + 2.1%
|
(5)
|
07/01/11
|
$ 3,690
|
|
1)
|
Pemmil is an affiliated entity. Loan requires payments only to the extent of 50% of the proceeds from capital transactions. If proceeds are insufficient to satisfy monthly interest payments, interest is added to principal. Loan is secured by a subordinated lien on our interest in S-2 Holdings Inc. and a first priority lien on two mortgages. If current interest payments are added to principal and no other principal payments are made $1,344 will be due at maturity.
|
|
(2)
|
Loan is secured by first priority interest in four first mortgages and contains a restriction on pledging mortgages for additional debt. Requires monthly payments of interest plus a fixed principal payment of $39.
|
|
(3)
|
Loan requires monthly payments of interest only as well as an annual principal payment of $100.
|
|
(4)
|
Initial advance under the loan was $4,250 with an additional $2,200 advanced during 2010. Requires payments of interest only. One year extension option subject to certain terms and conditions.
|
|
(5)
|
Secured by a certain real property. Requires annual debt service of approximately $292.
|
We use derivatives to manage risks related to interest rate movements on our floating rate debt. Interest rate swap contracts designated and qualifying as cash flow hedges are reported at fair value. During September 2008, the Company entered into an interest rate swap agreement related to one of its floating rate loans. Valued separately, the interest rate swap agreement represents a liability as of September 30, 2010, in the amount of $98. During April 2009, the Company entered into a second interest rate swap agreement related to another of its floating rate loans. Valued separately, the interest rate swap agreement represents a liability as of September 30, 2010 in the amount of $42. This value represents the fair value of the current difference in interest paid and received under the swap agreements over the remaining term of the agreements. As of January 1, 2010, we decided to discontinue the use of hedge accounting. Accordingly, changes in the fair value of derivatives will be reported as a component of interest expense in the consolidated statements of operations. Additionally, the balance that existed in other comprehensive income in the Consolidated Statement of Shareholders’ Equity as of December 31, 2009 will be amortized through the income statement over the remaining lives of the swap transactions on a straight-line basis. The following table summarizes the notional values of our derivative financial instruments. The notional value provides an indication of the extent of our involvement in these instruments on September 30, 2010, but does not represent exposure to credit, interest rate or market risks.
|
Hedge Type
|
Notional Value
|
Rate
|
Termination Date
|
Fair Value
|
|
|
|
|
|
|
|
Interest rate swap agreement
|
$ 3,653
|
5.94%
|
July 1, 2011
|
$ (98)
|
The outstanding principal of the note is payable in monthly installments of $5 beginning on August 1, 2008 and continuing on the first day of each month thereafter. Annual debt service is approximately $292. The final monthly installment of the note is due and payable at maturity on July 1, 2011 or before, at the option of the lender upon any defaults after the expiration of all applicable notice and cure periods as specified therein.
|
Hedge Type
|
Notional Value
|
Rate
|
Termination Date
|
Fair Value
|
|
|
|
|
|
|
|
Interest rate swap agreement
|
$ 1,582
|
6.09%
|
February 1, 2014
|
$ (42)
|
The outstanding principal of the note is payable in monthly installments of $39 beginning on June 1, 2009 and continuing on the first day of each month thereafter. The final monthly installment of the Note is due and payable at maturity on February 1, 2014 or before, at the option of the lender upon any defaults after the expiration of all applicable notice and cure periods as specified therein.
IMPACT OF INFLATION AND CHANGES IN INTEREST RATES
Our portfolio of mortgage loans made to Affiliated Limited Partnerships consists primarily of loans made at fixed rates of interest. Therefore, increases or decreases in market interest rates are generally not expected to have an effect on our earnings. Other than as a factor in determining market interest rates, inflation has not had a significant effect on our net income.
ITEM
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) and are not required to provide the information under this item.
ITEM
4T.
CONTROLS AND PROCEDURES
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(a)
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Disclosure Controls and Procedures
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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, we are required to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out with the participation of our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level such that the information relating to us and our consolidated subsidiaries required to be disclosed in our Exchange Act reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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(b)
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Changes in Internal Control Over Financial Reporting.
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There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the period ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.
EXHIBIT INDEX
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3.
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ARTICLES OF INCORPORATION AND BY-LAWS.
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(a)
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DVL’s Certificate of Incorporation, filed March 28, 1977 (Incorporated by reference to Exhibit 6(d) to DVL’s Form S-1 Registration Statement No. 2-58847 dated April 28, 1977.)
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(b)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed July 13, 1977 (Incorporated by reference to Exhibit 6(e) to Amendment No. 1 to DVL’s Form S-1 Registration Statement No. 2-58847 dated August 25, 1977.)
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(c)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed August 3, 1982. (Incorporated by reference to Exhibit 3(c) to DVL’s Form 10-K for the fiscal year ended December 31, 1982.)
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(d)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed May 27, 1983. (Incorporated by reference to Exhibit 3(d) to DVL’s Form 10-K for the fiscal year ended December 31, 1983.)
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(e)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed July 24, 1987. (Incorporated by reference to Exhibit 3(e) to DVL’s Form 10-K for the fiscal year ended December 31, 1987.)
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(f)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed December 20, 1983. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1993.)
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(g)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed December 4, 1995. (Incorporated by reference to DVL’s proxy statement dated October 13, 1995 – Exhibit A.)
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(h)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed September 17, 1996. (Incorporated by reference to DVL’s proxy statement dated July 31, 1996 – Exhibit I.)
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(i)
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DVL’s Certificate of Amendment to Certificate of Incorporation, filed February 7, 2000. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1999.)
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(j)
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DVL’s By-Laws, as in full force and effect at all times since March 28, 1977. (Incorporated by reference to Exhibit 3(c) to DVL’s Form 10-K for the fiscal year ended December 31, 1980.)
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(k)
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DVL’s First Amendment to By-Laws dated as of January 1, 1994. (Incorporated by reference to Exhibit 3(d) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)
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(l)
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DVL’s Second Amendment to By-Laws, effective September 17, 1996. (Incorporated by reference to DVL’s proxy statement dated July 31, 1996 – Exhibit J.)
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(m)
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DVL’s Third Amendment to the By-Laws, effective February 1, 2000. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1999.)
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10.1
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Stipulation of Settlement of IN RE KENBEE LIMITED PARTNERSHIP LITIGATION dated August 12, 1992. (Incorporated by reference to Exhibit 10(b)(25) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)
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10.2
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Stipulation of Partial Settlement and Order IN RE DEL-VAL FINANCIAL CORPORATION SECURITIES LITIGATION Master File #MDL872. (Incorporated by reference to Exhibit 10(b)(28) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)
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10.3
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Asset Servicing Agreement between DVL, PSC, KENBEE Realty and NPO dated as of March 27, 1996. (Incorporated by reference to Exhibit 10(b)(34) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)
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10.4
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Asset Servicing Agreement between DVL and NPO. (Incorporated by reference to DVL’s Proxy Statement dated July 31, 1996 - Exhibit C.)
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10.5
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Common Stock Warrant issued by DVL to NPO. (Incorporated by reference to DVL’s Proxy Statement dated July 31, 1996 - Exhibit F.)
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10.6
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DVL 1996 Stock Option Plan. (Incorporated by reference to DVL’s Proxy Statement dated July 31, 1996 – Exhibit K.)
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10.7
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Amendment to DVL 1996 Stock Option Plan effective February 1, 2000. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1999.)
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10.8
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Promissory Note dated as of October 20, 1997, in the original Principal amount of $1,760,000 from DVL to Blackacre. (Incorporated by reference to Exhibit 10.2 to DVL’s Form 10-Q for the quarter ended September 30, 1997.)
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10.9
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Subordination Agreement, dated as of October 20, 1997 among DVL, Blackacre, NPM, and NPO. (Incorporated by reference to Exhibit 10.3 to DVL’s Form 10-Q for the quarter ended September 30, 1997.)
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10.10
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Agreement among Members dated April 10, 1998, by and among Blackacre, PNM, Pemmil and DVL. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1998.)
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10.11
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Management Services Agreement dated June 1, 1998, by and between DVL and PBD Holdings, L.P. (“PBD”). (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1998.)
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10.12
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Loan Agreement, Promissory Note and Pledge, Collateral Agreement and Security Agreement, each dated as of March, 2000, each relating to a loan from Pennsylvania Business Bank to DVL in the original principal amount of $1,000,000. (Incorporated by reference to DVL’s Form 10-K for the quarter ended June 30, 2000.)
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10.13
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Term Loan Note and Term Loan Agreement, each dated as of March, 2000, each relating to a loan from Bank Philadelphia to DVL in the original principal amount of $1,450,000. (Incorporated by reference to DVL’s Form 10-Q for the quarter year ended June 30, 2000.)
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10.14
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First Amendment to Loan Agreement, Pledge Agreement, Promissory Note and other documents dated August 2000, relating to a loan from Pennsylvania Business Bank to DVL, Inc. in the original principal amount of $1,000,000. (Incorporated by reference to DVL’s Form 10-Q for the quarter ended September 30, 2000.)
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10.15
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Purchase Agreement, dated April 27, 2001, by and among J.G. Wentworth Receivables II LLC, Receivables II-A LLC, Receivables II-A Holding Company, LLC, J.G. Wentworth S.S.C., Limited Partnership, J.G. Wentworth Management Company, Inc., S2 Holdings, Inc., and DVL, Inc. for the purchase of residual interests in securitized portfolios. (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)
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10.16
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Non-Negotiable, Secured Purchase Money Promissory Note dated April 27, 2001 in the original principal amount of $22,073,270 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)
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10.17
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Non-Negotiable, Secured Purchase Money Promissory Note dated April 27, 2001 in the original principal amount of $3,252,730 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)
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10.18
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Guaranty and Surety Agreement dated April 27, 2001 by and from DVL, Inc. in favor of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)
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10.19
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Common Stock Warrant dated April 27, 2001. (Incorporated by Reference to DVL’s Form 8-K dated May 9, 2001.)
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10.20
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Purchase Agreement, dated as of August 20, 2001, by and among J.G. Wentworth Receivables II LLC, Receivables II-B LLC, Receivables II-B Holding Company LLC, J.G. Wentworth S.S.C. Limited Partnership, J.G. Wentworth Management Company, Inc., S2 Holding, Inc. and DVL, Inc. for the purchase of residual interests in securitized portfolios. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)
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10.21
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Non-Negotiable, Secured Purchase Money Promissory Note dated as of August 15, 2001 in the original principal amount of $7,931,560.00 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)
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10.22
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Non-Negotiable, Secured Purchase Money Promissory Note dated as of August 15, 2001 in the original principal amount of $1,168,440.00 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)
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10.23
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Guaranty & Surety Agreement dated as of August 20, 2001 by and from DVL, Inc. in favor of J.G. Wentworth S.S.C., Limited Partnership. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)
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10.24
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Pledge Agreement, dated as of August 20, 2001 by S2 Holdings, Inc. for the benefit of J.G. Wentworth S.S.C. Limited Partnership. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)
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10.25
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Common Stock Warrant dated as of August 15, 2001. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)
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10.26
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Client Service Agreement between the Company and Compensation Solutions, Inc. dated March 28, 2003. (Incorporated by reference to DVL’s Form 10-Q for the quarter ended March 31, 2003.)
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10.27
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$1,450,000 Promissory Note issued by DVL, Inc. in favor of Pennsylvania Business Bank, dated April 28, 2004. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-Q for the quarter ended June 30, 2004.)
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10.28
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Loan Agreement between DVL, Inc. and Pennsylvania Business Bank dated April 28, 2004. (Incorporated by reference to Exhibit 10.2 to DVL’s Form 10-Q for the quarter ended June 30, 2004.)
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10.29
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Promissory Note, dated December 28, 2004, issued by DVL Mortgage Holdings, LLC and DVL, Inc. in favor of Harleysville National Bank and Trust Company. (Incorporated by reference to Exhibit 10.29 to DVL’s Form 10-KSB filed for the year ended December 31, 2005.)
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10.30
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Assignment Agreement, dated as of December 28, 2004, between Rumson Mortgage Holdings LLC and DVL Mortgage Holdings LLC, Inc. (Incorporated by reference to Exhibit 10.30 to DVL’s Form 10-KSB filed for the year ended December 31, 2005.)
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10.31
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Loan Agreement, dated December 28, 2004, by and among Harleysville National Bank and Trust Company and DVL Mortgage Holdings LLC. (Incorporated by to Exhibit 10.31 to DVL’s Form 10-KSB filed for the year ended December 31, 2005.)
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10.32
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Stock Repurchase Agreement dated March 16, 2007 between DVL, Inc., Blackacre Bridge Capital, L.L.C. and Blackacre Capital Group, L.P. (Incorporated by reference to Exhibit 10.33 to DVL’s Form 10-KSB for fiscal year ended December 31, 2006.)
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10.33
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Loan and Security Agreement, dated June 5, 2006 by and between DVL, Inc. and First Penn Bank. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB filed on August 14, 2006.)
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10.34
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Change in Terms Agreement, dated September 1, 2006 by and between DVL, Inc. and Pennsylvania Business Bank. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB filed on November 14, 2006.)
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10.35
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Agreement between the Town of Kearny, New Jersey and DVL, Inc. approved on October 24, 2006. (Incorporated by reference to Exhibit 10.34 to DVL’s Form 10-KSB for the fiscal year ended December 31, 2006.)
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10.36
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Agreement of Sale dated April 27, 2006 by and between DVL, Inc. and 354 Broadway Associates, LLC. (Incorporated by reference to Exhibit 10.38 to DVL’s Form 10-KSB for the fiscal year ended December 31, 2006.)
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10.37
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First Amendment of Agreement of Sale dated June 28, 2006 by and between DVL, Inc. and 354 Broadway Associates, LLC. (Incorporated by reference to Exhibit 10.39 to DVL’s Form 10-KSB for the fiscal year ended December 31, 2006.)
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10.38
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Second Amendment of Agreement of Sale dated September 25, 2006 by and between DVL, Inc. and 354 Broadway Associates, LLC. (Incorporated by reference to Exhibit 10.40 to DVL, Inc.’s Form 10-KSB for the fiscal year ended December 31, 2006.)
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10.39
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Loan Extension Agreement between Pennsylvania Business Bank and Del Toch, LLC, Delborne Land Company LLC, and Delbrook Holding, LLC dated March 2, 2007. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB for the quarter ended March 31, 2007.)
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10.40
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Loan Extension Agreement between Pennsylvania Business Bank and Del Toch, LLC, Delborne Land Company, LLC and Delbrook Holding LLC, dated June 1, 2007. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB for the quarter ended June 30, 2007.)
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10.41
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Construction Loan Agreement dated August 2007 between DVL Kearny Holdings LLC, CapMark Bank, Urban Development Fund II LLC, and Paramount Community Development Fund. (Incorporated by reference to Exhibit 10.43 to DVL’s Form 10-KSB for the year ended December 31, 2007.)
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10.42
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Asset Servicing Extension Agreement dated October 31, 2007 between DVL, Inc., Professional Services Corporation, K.M. Realty Corporation, and NPO Management, LLC. (Incorporated by reference to Exhibit 10.44 to DVL’s Form 10-KSB for the year ended December 31, 2007.)
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10.43
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First Amendment to Lease dated August 10, 2007 to that certain lease dated November 7, 2002 between DVL, Inc. and Amstad Property, Inc. (Incorporated by reference to Exhibit 10.45 to DVL’s Form 10-KSB for the year ended December 31, 2007.)
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10.44
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Construction Loan Agreement between Capmark Bank, Urban Development Fund II, LLC, Paramount Community Development Fund, LLC, and DVL Kearny Holdings, LLC (dated August 14, 2007). (Incorporated by reference to DVL’s Form 10-QSB for the quarter ended September 30, 2007.)
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10.45
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Asset Servicing Extension Agreement between DVL, Inc., Professional Services Corporation, KM Realty Corporation and NPO Management, LLC dated October, 2007. (Incorporated by reference to DVL’s Form 10-QSB for the quarter ended September 30, 2007.)
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10.46 *
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Asset Servicing Extension Agreement between DVL, Inc., Professional Services Corporation, KM Realty Corporation and NPO Management, LLC dated October 2010.
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10.47
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Redeveloper Agreement dated December 11, 2007 between DVL, Inc., DVL Kearny Holdings, LLC, and the Town of Kearny, New Jersey. (Incorporated by reference to DVL’s Current Event Report on Form 8-K dated December 11, 2007.)
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10.48
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Developer Services Agreement between DVL, Inc., P&A Associates, and Pemmil Management, LLC. (Incorporated by reference to DVL’s Current Event Report on Form 8-K dated December 11, 2007.)
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10.49
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Mortgage Note for the principal amount of $3,800,000 in favor of Delbrook Holding, LLC. (Incorporated by reference to DVL’s Form 10-Q for the period ended June 30, 2008.)
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10.50
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Amendment No. 2 to the Construction Loan Agreement. (Incorporated by Reference to DVL’s Form 10-Q for the period ended September 30, 2008.)
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10.51
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Pledge and Security Agreement dated as of August 1, 2008. (Incorporated by reference to DVL’s Form 10-Q for the period ended September 30, 2008.)
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10.52
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Amendment No. 2 to the Loan and Security Agreement with Pemmil Funding, LLC, dated November 10, 2008. (Incorporated by reference to DVL’s Form 10-Q for the period ended September 30, 2008.)
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10.52
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Mortgage, Security Agreement and Agreement of Leases and Rents dated January 21, 2009 by DVL Kearny Holdings LLC in favor of Signature Bank.
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10.53
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Guaranty dated January 21, 2009 by DVL, Inc. to Signature Bank.
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10.54
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Amended and Restated Loan and Security Agreement, dated as of December 31, 2009, by and between DVL, Inc. and Pemmil Funding, LLC. (Incorporated by reference to DVL’s Form 10-K for the year ended December 31, 2009.)
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31.1 *
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Chief Executive Officer’s Certificate, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
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31.2 *
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Chief Financial Officer’s Certificate, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
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32.1 *
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Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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_______________________
* Filed herewith.
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.
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DVL, Inc.
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By:
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/s/ Neil Koenig
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Neil Koenig, Executive Vice President and
Chief Financial Officer
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November 10, 2010
