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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DVL Inc (PK) | USOTC:DVLN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
100.00 | 2.27% | 4,500.00 | 3,600.00 | 4,900.00 | 4,500.00 | 4,500.00 | 4,500.00 | 8 | 21:00:01 |
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended March 31, 2010
|
|
or
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from _________ to _________
|
|
Delaware
|
13-2892858
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
70
East 55
th
Street, New York, New York
|
10022
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
(212)
350-9900
|
||
(registrant’s
telephone number, including area code)
|
||
(Former
name, former address and former fiscal year, if changed since last
report)
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer (Do not check if a smaller reporting company)
o
|
Smaller
reporting company
x
|
Class
|
Number of Shares
|
|
Common
Stock, $.01 par value
|
44,770,345
|
Part
I
|
Financial
Information:
|
Pages
|
|
Item
1. – Financial Statements:
|
|||
2 –
3
|
|||
4 –
5
|
|||
6
|
|||
7 –
8
|
|||
9 –
14
|
|||
15
– 20
|
|||
20
|
|||
20
|
|||
Part
II
|
Other
Information:
|
||
21
– 25
|
|||
26
|
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Residual
interests in securitized portfolios
|
$ | 40,805 | $ | 42,699 | ||||
Mortgage
loans receivable from affiliated partnerships (net
of unearned interest of $3,721 for 2010 and $4,037 for
2009)
|
13,308 | 13,326 | ||||||
Allowance
for loan losses
|
(2,884 | ) | (2,884 | ) | ||||
Net
mortgage loans receivable
|
10,424 | 10,442 | ||||||
Cash
(including restricted cash of $269 for 2010 and $274 for
2009)
|
1,199 | 1,067 | ||||||
Investments
|
||||||||
Real
estate at cost (net of accumulated depreciation and
|
||||||||
amortization of $1,618 for 2010
and $1,564 for 2009)
|
9,272 | 9,564 | ||||||
Affiliated
limited partnerships (net of allowance for
|
||||||||
losses of $375 for 2010 and
2009)
|
657 | 657 | ||||||
Net
deferred tax asset
|
1,969 | 2,068 | ||||||
Other
assets
|
1,682 | 1,762 | ||||||
Assets
of discontinued operations
|
- | 212 | ||||||
Total
assets
|
$ | 66,008 | $ | 68,471 |
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(unaudited)
|
||||||||
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
||||||||
Liabilities:
|
||||||||
Notes
payable - residual interests
|
$ | 25,551 | $ | 28,155 | ||||
Underlying
mortgages payable
|
2,545 | 2,708 | ||||||
Debt
- other
|
10,544 | 10,694 | ||||||
Debt
- affiliates
|
1,162 | 1,129 | ||||||
Interest
rate swaps
|
174 | 176 | ||||||
Security
deposits, accounts payable and accrued
|
||||||||
liabilities
(including deferred income of $210
|
||||||||
for
2010 and $71 for 2009)
|
1,263 | 1,194 | ||||||
Total
liabilities
|
41,239 | 44,056 | ||||||
Commitments
and contingencies
|
||||||||
Shareholders'
equity:
|
||||||||
Preferred
stock, $10.00 par value, authorized, issued
|
||||||||
and
outstanding 100 shares
|
1 | 1 | ||||||
Preferred
stock, $.01 par value, authorized 5,000,000
|
||||||||
shares,
issued and outstanding -0-
|
- | - | ||||||
Common
stock, $.01 par value, authorized 90,000,000
|
||||||||
shares,
issued and outstanding 44,770,345 for 2010 and
|
||||||||
2009
|
448 | 448 | ||||||
Additional
paid-in-capital
|
97,003 | 97,003 | ||||||
Deficit
|
(72,535 | ) | (72,861 | ) | ||||
Accumulated
other comprehensive loss
|
(148 | ) | (176 | ) | ||||
Total
shareholders' equity
|
24,769 | 24,415 | ||||||
Total
liabilities and shareholders' equity
|
$ | 66,008 | $ | 68,471 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2010
|
2009
|
|||||||
Income
from affiliates:
|
||||||||
Interest
on mortgage loans
|
$ | 486 | $ | 528 | ||||
Partnership
management fees
|
60 | 53 | ||||||
Management
fees
|
121 | 153 | ||||||
Transaction
and other fees from partnerships
|
1 | 25 | ||||||
Distributions
from partnerships
|
52 | 76 | ||||||
Income
from others:
|
||||||||
Interest
income - residual interests
|
1,592 | 1,542 | ||||||
Net
rental income (including depreciation and
|
||||||||
amortization
of $25 for 2010 and $50 for 2009)
|
128 | 66 | ||||||
Other
income and interest
|
8 | 21 | ||||||
2,448 | 2,464 | |||||||
Operating
expenses:
|
||||||||
General
and administrative
|
480 | 584 | ||||||
Asset
servicing fee - NPO Management LLC
|
195 | 195 | ||||||
Legal
and professional fees
|
214 | 73 | ||||||
Provision
for loan losses
|
- | 100 | ||||||
Provision
for impairment
|
245 | - | ||||||
Interest
expense:
|
||||||||
Underlying
mortgages
|
50 | 64 | ||||||
Notes
payable - residual interests
|
542 | 689 | ||||||
Affiliates
|
34 | 45 | ||||||
Others
|
213 | 344 | ||||||
1,973 | 2,094 | |||||||
Income
from continuing operations before income tax expense
|
475 | 370 | ||||||
Income
tax expense
|
(99 | ) | - | |||||
Income
from continuing operations
|
376 | 370 | ||||||
(Loss)
income from discontinued operations - net of tax of $-0-
in
|
||||||||
both periods
|
(50 | ) | 7 | |||||
Net
income
|
$ | 326 | $ | 377 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2010
|
2009
|
|||||||
Basic
earnings per share:
|
||||||||
Income
from continuing operations
|
$ | 0.01 | $ | 0.01 | ||||
(Loss)
income from discontinued operations
|
- | - | ||||||
Net
Income
|
$ | 0.01 | $ | 0.01 | ||||
Diluted
earnings per share:
|
||||||||
Income
from continuing operations
|
$ | 0.01 | $ | 0.01 | ||||
(Loss)
income from discontinued operations
|
- | - | ||||||
Net
Income
|
$ | 0.01 | $ | 0.01 | ||||
Weighted
average shares outstanding - basic
|
44,770,345 | 44,770,345 | ||||||
Effect
of diluted securities
|
55,317 | 34,445 | ||||||
Weighted
average shares outstanding - diluted
|
44,825,662 | 44,804,790 |
Accumulated | |||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
Other
|
||||||||||||||||||||||||||||||||||
Paid-In
|
Comprehensive |
Comprehensive
|
|||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income
(Loss)
|
Total
|
Income
|
|||||||||||||||||||||||||||||
Balance
- January 1, 2010
|
100 | $ | 1 | 44,770,345 | $ | 448 | $ | 97,003 | $ | (72,861 | ) | $ | (176 | ) | $ | 24,415 | $ | - | |||||||||||||||||||
Amortization
of deferred loss on interest rate
swap agreements
|
- | - | - | - | - | - | 28 | 28 | 28 | ||||||||||||||||||||||||||||
Net
income
|
- | - | - | - | - | 326 | - | 326 | 326 | ||||||||||||||||||||||||||||
Balance
- March 31, 2010
|
100 | $ | 1 | 44,770,345 | $ | 448 | $ | 97,003 | $ | (72,535 | ) | $ | (148 | ) | $ | 24,769 | $ | 354 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Continuing
operations:
|
||||||||
Net
Income
|
$ | 326 | $ | 377 | ||||
Loss
(gain) from discontinued operations
|
50 | (7 | ) | |||||
Adjustments
to reconcile income to net cash provided by
|
||||||||
(used in) operating activities from continuing operations
|
||||||||
Interest
accretion on residual interests
|
(53 | ) | (59 | ) | ||||
Net
decrease in accrued interest on debt
|
(5 | ) | (7 | ) | ||||
Depreciation
and amortization
|
79 | 61 | ||||||
Provision
for loan losses
|
- | 100 | ||||||
Provision
for impairment
|
245 | - | ||||||
Amortization
of unearned interest on loans receivable
|
(316 | ) | (298 | ) | ||||
Net
decrease in deferred tax asset
|
99 | - | ||||||
Net
decrease in other assets
|
80 | 345 | ||||||
Net
(decrease) increase in accounts payable, security deposits
|
||||||||
and accrued liabilities
|
(70 | ) | 156 | |||||
Net
increase in deferred income
|
139 | 100 | ||||||
Net
cash provided by continuing operations
|
574 | 768 | ||||||
Discontinued
operations:
|
||||||||
(Loss)
gain from discontinued operations
|
(50 | ) | 7 | |||||
Loss
(gain) on sale of discontinued assets
|
50 | (120 | ) | |||||
Net
decrease in assets and liabilities of
|
||||||||
discontinued operations
|
- | 5 | ||||||
Cash
used in discontinued operations
|
- | (108 | ) | |||||
Net
cash provided by operating activities
|
574 | 660 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from investing activities:
|
||||||||
Collections
on loans receivable
|
$ | 334 | $ | 467 | ||||
Principal
collections on retained interests
|
1,427 | 388 | ||||||
Real
estate capital improvements
|
(6 | ) | (6 | ) | ||||
Net
proceeds from the sale of discontinued assets
|
162 | 595 | ||||||
Net
cash provided by investing activities
|
1,917 | 1,444 | ||||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from new borrowings
|
- | 4,250 | ||||||
Principal
payments on debt
|
(112 | ) | (4,623 | ) | ||||
Payments
of prepaid financing costs
|
- | (68 | ) | |||||
Payments
on underlying mortgages payable
|
(163 | ) | (296 | ) | ||||
Payments
on notes payable - residual interest
|
(2,084 | ) | (986 | ) | ||||
Payments
related to debt redemptions
|
- | (5 | ) | |||||
|
||||||||
Net
cash used in financing activities
|
(2,359 | ) | (1,728 | ) | ||||
Net
increase in cash
|
132 | 376 | ||||||
Cash,
beginning of period
|
1,067 | 496 | ||||||
Cash,
end of period
|
$ | 1,199 | $ | 872 | ||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash
paid during the period for interest
|
$ | 813 | $ | 972 | ||||
Cash
paid for income taxes
|
$ | - | $ | - | ||||
Supplemental
disclosure of non-cash investing and
|
||||||||
financing
activities:
|
||||||||
Residual
interests in securitized portfolios -
|
||||||||
increase / (decrease)
|
$ | (520 | ) | $ | 498 | |||
Notes
payable - residual interests -
|
||||||||
increase / (decrease)
|
$ | (520 | ) | $ | 498 |
1.
|
Basis
of Presentation
|
2.
|
Reclassifications
|
3.
|
Residual
Interests in Securitized Portfolios
|
4.
|
Investments
|
Location
|
Sq. Ft.
|
Acreage
|
Tenant
|
Brent,
AL
|
34,875
|
5.34
|
Vacant
|
Fort
Edward, NY
(1)
|
31,000
|
6.00
|
Vacant
|
Soddy
Daisy, TN
|
56,127
|
5.91
|
Vacant
|
Kennedy,
TX
|
44,752
|
5.52
|
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
|
6.
|
Commitments,
Contingent Liabilities and Legal
Proceedings
|
7.
|
Cash
Flow Hedges
|
Hedge Type
|
Notional Value
|
Rate
|
Termination Date
|
Fair Value
|
Interest
rate swap agreement
|
$ 3,689
|
5.94%
|
July
1, 2011
|
$
(148)
|
Interest
rate swap agreement
|
$ 1,814
|
6.09%
|
February
1, 2014
|
$ (26)
|
8.
|
Earnings
per share
|
Three
Months Ended March 31,
|
||||||||||||||||||||||||
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 shareholders
|
$ | 326 | 44,770,345 | $ | 0.01 | $ | 377 | 44,770,345 | $ | 0.01 | ||||||||||||||
Effect
of dilutive stock options
|
- | 55,317 | - | 34,445 | ||||||||||||||||||||
Diluted
EPS,
|
||||||||||||||||||||||||
Net
income available to common shareholders
|
$ | 326 | 44,825,662 | $ | 0.01 | $ | 377 | 44,804,790 | $ | 0.01 |
9.
|
Segment
Information
|
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2010
|
2009
|
|||||||
Revenues
|
||||||||
Residual
interests
|
$ | 1,592 | $ | 1,542 | ||||
Real
estate
|
848 | 901 | ||||||
Corporate
/ other
|
8 | 21 | ||||||
Total
consolidated revenues
|
$ | 2,448 | $ | 2,464 | ||||
Net
income (loss)
|
||||||||
Residual
interests
|
$ | 1,043 | $ | 846 | ||||
Real
estate
|
(669 | ) | (562 | ) | ||||
Corporate
/ other
|
2 | 86 | ||||||
Total
income from continuing operations
|
$ | 376 | $ | 370 | ||||
As
of
|
As
of
|
|||||||
March
31, 2010
|
December
31, 2009
|
|||||||
Assets
|
||||||||
Residual
interests
|
$ | 40,805 | $ | 42,699 | ||||
Real
estate
|
23,234 | 23,704 | ||||||
Corporate
/ other
|
1,969 | 2,068 | ||||||
Total
consolidated assets
|
$ | 66,008 | $ | 68,471 |
10.
|
Fair
Value of Financial Instruments
|
March
31, 2010
|
||||||||||||||||
Description
|
Carrying
Value
|
Level
1
|
Level
2
|
Level
3
|
||||||||||||
Liabilities:
|
||||||||||||||||
Interest
Rate Swaps
|
$ | 174 | $ | - | $ | 174 | $ | - | ||||||||
December
31, 2009
|
||||||||||||||||
Description
|
Carrying
Value
|
Level
1
|
Level
2
|
Level
3
|
||||||||||||
Liabilities:
|
||||||||||||||||
Interest
Rate Swaps
|
$ | 176 | $ | - | $ | 176 | $ | - |
March
31, 2010
|
December
31, 2009
|
|||||||||||||||
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
Fair
Value
|
|||||||||||||
Residual
Interests in Securitized Portfolios
|
$ | 40,805 | $ | 40,689 | $ | 42,699 | $ | 41,203 | ||||||||
Notes
Payable - Residual Interests
|
25,551 | 25,551 | 28,155 | 28,155 |
11.
|
Discontinued
Operations
|
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Income
|
$ | - | $ | 16 | ||||
Expenses
|
- | 129 | ||||||
Loss
from discontinued operations before gain on sale
|
- | (113 | ) | |||||
(Loss)
gain on sale
|
(50 | ) | 120 | |||||
(Loss)
gain from discontinued operations
|
$ | (50 | ) | $ | 7 |
2010
|
2009
|
|||||||
Residual interests segment
|
$ | 1,043 | $ | 846 | ||||
Real estate segment
|
(669 | ) | (562 | ) | ||||
Corporate / other
|
2 | 86 | ||||||
Income from continuing
operations
|
$ | 376 | $ | 370 |
2010
|
2009
|
|||||||
Interest on mortgage loans
|
$ | 486 | $ | 528 | ||||
Interest expense on underlying
mortgages
|
$ | 50 | $ | 64 |
2010
|
2009
|
|||||||
Interest income on residual
interests
|
$ | 1,592 | $ | 1,542 | ||||
Interest expense on related notes
payable
|
$ | 542 | $ | 689 |
2010
|
2009
|
|||||||
Net rental income from
others
|
$ | 128 | $ | 66 | ||||
Gross rental income from
others
|
$ | 320 | $ | 306 |
2010
|
2009
|
|||||||
General and administrative
|
$ | 480 | $ | 584 |
2010
|
2009
|
|||||||
Asset servicing fee
|
$ | 195 | $ | 195 |
2010
|
2009
|
|||||||
Legal and professional
|
$ | 214 | $ | 73 |
2010
|
2009
|
|||||||
Provision for loan losses
|
$ | 0 | $ | 100 |
2010
|
2009
|
|||||||
Provision for impairment
|
$ | 245 | $ | 0 |
2010
|
2009
|
|||||||
Interest expense to
affiliates
|
$ | 34 | $ | 45 |
2010
|
2009
|
|||||||
Interest expense – others
|
$ | 213 | $ | 344 |
2010
|
2009
|
|||||||
Income tax expense
|
$ | 99 | $ | 0 |
2010
|
2009
|
|||||||
(Loss) gain from discontinued
operations
|
$ | (50 | ) | $ | 7 |
Creditor
|
Original
Loan
Amount
|
Outstanding
Balance
Including Accrued Interest at
March 31,
2010
|
Interest Rate
|
Annual
Debt
Service
|
Maturity
|
Amount
due at
Maturity
|
||||||
Pemmil
(1)
|
$
2,500
|
$
1,162
|
12%
|
(1)
|
12/31/11
|
$
1,162
|
||||||
Unaffiliated
Bank (2)
|
$
2,200
|
$
1,824
|
LIBOR
+ 4%
|
(2)
|
02/01/14
|
$
-0-
|
||||||
Unaffiliated
Bank (3)
|
$
1,500
|
$
1,357
|
6.25%
|
(3)
|
06/05/12
|
$
1,050
|
||||||
Unaffiliated
Bank (4)
|
$
6,450
|
$
3,498
|
>of
6% or Prime +1%
|
(4)
|
01/21/11
|
$
3,498
|
||||||
Unaffiliated
Bank
|
$
250
|
$
157
|
7.5%
|
$60
|
02/01/13
|
$
-0-
|
||||||
Unaffiliated
Bank (5)
|
$
3,800
|
$
3,708
|
LIBOR
+ 2.1%
|
(5)
|
07/01/11
|
$
3,598
|
(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.
|
(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 to be advanced
upon the satisfaction of certain conditions, if at
all. Requires payments of interest only. One year
extension option subject to certain terms and
conditions.
|
(5)
|
Secured
by a certain building on the Owned-Site. Requires annual debt
service of approximately $292.
|
Hedge Type
|
Notional Value
|
Rate
|
Termination Date
|
Fair Value
|
Interest
rate swap agreement
|
$ 3,689
|
5.94%
|
July
1, 2011
|
$ (148)
|
Hedge Type
|
Notional Value
|
Rate
|
Termination Date
|
Fair Value
|
Interest
rate swap agreement
|
$ 1,814
|
6.09%
|
February
1, 2014
|
$ (26)
|
(a)
|
Disclosure Controls
and Procedures
|
(b)
|
Changes in Internal
Control Over Financial
Reporting.
|
3.
|
ARTICLES
OF INCORPORATION AND BY-LAWS.
|
(a)
|
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.)
|
(b)
|
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.)
|
(c)
|
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.)
|
(d)
|
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.)
|
(e)
|
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.)
|
(f)
|
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.)
|
(g)
|
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.)
|
(h)
|
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.)
|
(i)
|
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.)
|
(j)
|
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.)
|
(k)
|
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.)
|
(l)
|
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.)
|
(m)
|
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.)
|
10.
|
MATERIAL
CONTRACTS.
|
10.1
|
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.)
|
10.2
|
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.)
|
10.3
|
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.)
|
10.4
|
Asset
Servicing Agreement between DVL and NPO. (Incorporated by
reference to DVL’s Proxy Statement dated July 31, 1996 - Exhibit
C.)
|
10.5
|
Common
Stock Warrant issued by DVL to NPO. (Incorporated
by reference to DVL’s Proxy Statement dated July 31, 1996 -
Exhibit F.)
|
10.6
|
DVL
1996 Stock Option Plan. (Incorporated by reference to DVL’s
Proxy Statement dated July 31, 1996 – Exhibit
K.)
|
10.7
|
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.)
|
10.8
|
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.)
|
10.9
|
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.)
|
10.10
|
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.)
|
10.11
|
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.)
|
10.12
|
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.)
|
10.13
|
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.)
|
10.14
|
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.)
|
10.15
|
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.)
|
10.16
|
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.)
|
10.17
|
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.)
|
10.18
|
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.)
|
10.19
|
Common
Stock Warrant dated April 27, 2001. (Incorporated by Reference
to DVL’s Form 8-K dated May 9,
2001.)
|
10.20
|
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.)
|
10.21
|
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.)
|
10.22
|
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.)
|
10.23
|
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
|
10.24
|
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.)
|
10.25
|
Common
Stock Warrant dated as of August 15, 2001. (Incorporated by
reference to DVL’s Form 8-K dated August 28,
2001.)
|
10.26
|
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.)
|
10.27
|
$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.)
|
10.28
|
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.)
|
10.29
|
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.)
|
10.30
|
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.)
|
10.31
|
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.)
|
10.32
|
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.)
|
10.33
|
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.)
|
10.34
|
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.)
|
10.35
|
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.)
|
10.36
|
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.)
|
10.37
|
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.)
|
10.38
|
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.)
|
10.39
|
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.)
|
10.40
|
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.)
|
10.41
|
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.)
|
10.42
|
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.)
|
10.43
|
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.)
|
10.44
|
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.)
|
10.45
|
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.)
|
10.46
|
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.)
|
10.47
|
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.)
|
10.48
|
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.)
|
10.49
|
Amendment
No. 2 to the Construction Loan Agreement. (Incorporated by Reference to
DVL’s Form 10-Q for the period ended September 30,
2008.)
|
10.50
|
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.)
|
10.51
|
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.)
|
10.52
|
Mortgage,
Security Agreement and Agreement of Leases and Rents dated January 21,
2009 by DVL Kearny Holdings LLC in favor of Signature
Bank.
|
10.53
|
Guaranty
dated January 21, 2009 by DVL, Inc. to Signature
Bank.
|
10.54
|
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.)
|
31.1
|
Chief
Executive Officer’s Certificate, pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
|
31.2
|
Chief
Financial Officer’s Certificate, pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
|
32.1
|
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.
|
DVL,
Inc.
|
||
By:
|
/s/
Neil Koenig
|
|
Neil
Koenig, Executive Vice President and
Chief
Financial Officer
|
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